Offering Circular (And Together with the Accompanying Offering Circular, the ‘‘Offering Circular’’)

IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Supplement to the Offering Circular (and together with the accompanying Offering Circular, the ‘‘Offering Circular’’). You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

Confirmation of Your Representation: This Offering Circular is being sent to you at your request and by accepting the e-mail and accessing the attached Offering Circular, you shall be deemed to represent to BOCI Asia Limited, J.P. Morgan Securities plc, The Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank (Hong Kong) Limited (together, the ‘‘Joint Arrangers’’) and the Dealers (as defined in the attached Offering Circular) that the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories or possessions, and you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission.

The attached Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Joint Arrangers, the Dealers, the Trustee (as defined in the attached Offering Circular) or the Agents (as defined in the attached Offering Circular) or any of their respective affiliates, directors, officers, employees, representatives, agents and each person who controls any Joint Arranger or Dealer accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request.

Restrictions: The attached Offering Circular is being furnished in connection with an offering exempt from registration under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’) solely for the purpose of enabling a prospective investor to consider the purchase of securities described in the attached Offering Circular.

THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR IN CERTAIN CIRCUMSTANCES, TO U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of any of the issuer of the securities or the Joint Arrangers, the Dealers, the Trustee or the Agents to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute in the United States or elsewhere a general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act). If a jurisdiction requires that the offering be made by a licensed broker or dealer and a Joint Arranger or Dealer or any of its affiliates is a licensed broker or dealer in that jurisdiction,theofferingshallbedeemedtobemadebyitorsuch affiliate on behalf of the issuer in such jurisdiction.

You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the securities described in the attached Offering Circular.

Actions that You May Not Take: If you receive this document by e-mail, you should not reply by e-mail to this document, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the ‘‘Reply’’ function on your e-mail software, will be ignored or rejected.

THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

You are responsible for protecting against viruses and other destructive items. If you receive this document by e- mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. SUPPLEMENT DATED 16 MAY 2017 TO OFFERING CIRCULAR Strictly Confidential Greenland Global Investment Limited (incorporated in the British Virgin Islands with limited liability) unconditionally and irrevocably guaranteed by

Greenland Holding Group Company Limited

U.S.$3,000,000,000 Guaranteed Medium Term Note Programme

This supplement dated 16 May 2017 (the ‘‘Supplement’’) is supplemental to, forms part of and should be read in conjunction with, the Offering Circular dated 12 May 2017 (the ‘‘Original Offering Circular’’ and together with the Supplement, the ‘‘Offering Circular’’). To the extent inconsistent, the information contained in this Supplement replaces the information contained in the Original Offering Circular. Terms defined in the Original Offering Circular have the same meaningwhenusedinthis Supplement. Under the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme described in this Offering Circular (the ‘‘Programme’’), Greenland Global Investment Limited (the ‘‘Issuer’’), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the ‘‘Notes’’)whichwillbe unconditionally and irrevocably guaranteed (the ‘‘Guarantee’’) by Greenland Holding Group Company Limited (the ‘‘Guarantor’’ or the ‘‘Company’’). The Issuer is an indirect wholly-owned subsidiary of the Company. The aggregate nominal amount of the Notes outstanding will not at any time exceed U.S.$3,000,000,000 (or the equivalent in other currencies), subject to increase as further described in ‘‘Summary of Programme’’. The Guarantor will enter into a deed of guarantee (each, a ‘‘Deed of Guarantee’’) with the Trustee on the issuance date of each series of the Notes issued under the Programme. The Guarantor will be required to register or cause to be registered with the State Administration of Foreign Exchange (‘‘SAFE’’) the Deed of Guarantee in accordance with, and within the time period prescribed by, the Foreign Exchange Administration Rules on Cross-border Security (跨境擔保外匯管理規定) promulgated by SAFE following the issuance of each series of the Notes. The Guarantor intends to complete the registration of the Deed of Guarantee with SAFE as soon as practicable and in any event before the Registration Deadline (being 60 Registration Business Days (as defined in the Terms and Conditions of the Notes) after the issuance date of each series of the Notes under the Programme). The obligations of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions of the Notes, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations. In addition, pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (國家發展改革委關於推進企業發行外債備案登記制管理改革的通知(發改外資[2015]2044號)) issued by National Development and Reform Commission (‘‘NDRC’’)on14 September 2015 which came into effect on the same day, the Company is required to register the issuance of each Tranche of Notes with the NDRC and obtain a certificate from NDRC evidencing such registration. The Company is also required to provide information on the issuance of each Tranche of Notes to the NDRC as soon as practicable and in any event within 10 PRC business days after the relevant Issue Date. Application has been made to The Stock Exchange of Hong Kong Limited (‘‘The Hong Kong Stock Exchange’’) for the listing of the Programme by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) (together, ‘‘Professional Investors’’) only during the 12-month period from the date of this document on The Hong Kong Stock Exchange. This document is for distribution to Professional Investors only. Investors should not purchase the Notes in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Notes are only suitable for Professional Investors. The Hong Kong Stock Exchange has not reviewed the contents of this Offering Circular, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this Offering Circular to Professional Investors only have been reproduced in this document. Listing of the Programme and the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Programme, the Notes, the Issuer or the Company or quality of disclosure in this Offering Circular. The Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this Offering Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this Offering Circular. This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on Hong Kong Stock Exchange for the purpose of giving information with regard to the Issuer and the Company. Each of the Issuer and the Company accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined in ‘‘Summary of the Programme’’) of Notes will be set out in a Pricing Supplement which, with respect to Notes to be listed on the Hong Kong Stock Exchange, will be delivered to the Hong Kong Stock Exchange, on or before the date of issue of the Notes of such Tranche. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Hong Kong Stock Exchange or listed, traded or quoted on or by any other competent authority, exchange or quotation system. The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘ Securities Act’’)orwithany securities regulatory authority of any state of the United States and may not be offered or sold or, in case of Bearer Notes, delivered, in the United States or, in case of Regulation S under the Securities Act (‘‘Regulation S’’) Category 2 offering, to or for the account or benefit of, U.S. persons (as such term is defined in Regulation S) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. The Notes and the Guarantee are being offered outside the United States in reliance on Regulation S. Bearer Notes are subject to U.S. tax law requirements. See ‘‘Subscription and Sale’’. The Notes may be issued on a continuing basis to one or more of the Dealers specified under ‘‘Summary of the Programme’’ and any additional Dealer appointed under the Programme from time to time by the Issuer and the Guarantor (each a ‘‘Dealer’’ and together the ‘‘Dealers’’), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the ‘‘relevant Dealer’’ shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. The Programme has been assigned a rating of ‘‘BB’’ by S&P Global Ratings (‘‘S&P’’), a rating of ‘‘Ba2’’ by Moody’s Investors Service (‘‘Moody’s’’) and a rating of ‘‘BB+’’ by Fitch Ratings Ltd. (‘‘Fitch’’). In addition, the Company has a long-term corporate credit rating of ‘‘BB’’ by S&P, an issuer rating of ‘‘Ba1’’ by Moody’s, and a long-term foreign currency issuer default rating and senior unsecured rating of ‘‘BB+’’ by Fitch. These ratings are only correct as at the date of this Offering Circular. Tranches of Notes (as defined in ‘‘Summary of the Programme’’) to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, revision or withdrawal at any time by the assigning rating agency. Each of S&P, Moody’s and Fitch is a licensed corporation under the Securities and Futures Ordinance (the ‘‘SFO’’) to conduct type 10 (providing credit rating services) regulated activities as defined under the SFO. Investing in the Notes involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in this Offering Circular and in the applicable Pricing Supplement and the merits and risksofinvesting in a particular issue of Notes in the context of their financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in Notes. Investors should not purchase Notes unless they understand and are able to bear risks associated with Notes. Prospective investors should have regard to the factors described under ‘‘Risk Factors’’ in this Offering Circular.

Joint Arrangers Standard BOC International HSBC J.P. Morgan Chartered Bank (Hong Kong) Limited Dealers Standard Standard BOC International HSBC J.P. Morgan Chartered Bank Chartered Bank (Hong Kong) Limited NOTICE TO INVESTORS

This Supplement amends and supplements certain information contained in the Original Offering Circular and supersedes the information in the Original Offering Circular to the extent inconsistent. The information included in this Supplement constitutes a part of the Original Offering Circular and should be read in conjunction with the Original Offering Circular.

Neither this Offering Circular (including this Supplement) nor any Pricing Supplement constitutes an offer of, or an invitation by or on behalf of the Issuer, the Company, the Joint Arranger, the Dealers, the Trustee or the Agents (or any of their respective affiliates, advisors, directors, officers, employees, representatives, agents and each person who controls any of them) to subscribe for or purchase any of the Notes and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. The Issuer has submitted and will submit this Offering Circular confidentially to a limited number of institutional investors so that they can consider a purchase of the Notes. Neither the Issuer nor the Company has authorised its use for any other purpose. This Offering Circular may not be copied or reproduced in whole or in part. It may be distributed only to and its contents may be disclosed only to the prospective investors to whom it is provided. By accepting delivery of this Offering Circular, each investor agrees to these restrictions.

No representation or warranty, express or implied, is made or given by the Joint Arrangers, the Dealers, the Trustee or the Agents (or any of their respective affiliates, advisors, directors, officers, employees, representatives, agents and each person who controls any of them) as to the accuracy, completeness or sufficiency of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer or the Company in connection with the Programme, the Issuer, the Company, the Group, the Notes or the Guarantee and nothing contained or incorporated in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by the Joint Arrangers, the Dealers, the Trustee or the Agents (or any of their respective affiliates, advisors, directors, officers, employees, representatives, agents and each person who controls any of them). None of the Joint Arrangers, the Dealers, the Trustee and the Agents (or any of their respective affiliates, advisors, directors, officers, employees, representatives, agents and each person who controls any of them) has independently verified any of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer or the Company in connection with the Programme, the Issuer, the Company, the Group, the Notes or the Guarantee and can give any assurance that such information is accurate, truthful or complete. Nether this Offering Circular nor any other information supplied in connection with the Programme or any Note is intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by any of the Issuer, the Company, the Joint Arrangers, the Dealers, the Trustee or the Agents (or any of their respective affiliates, advisors, directors, officers, employees, representatives, agents and each person who controls any of them) that any recipient of this Offering Circular should purchase the Notes. Each potential purchaser of the Notes should determine for itself the relevance of the information contained in this Offering Circular, the other information supplied in connection with the Programme, the Issuer, the Company, the Group, the Guarantee or any Notes and its purchase of the Notes should be based upon such investigations with its own tax, legal and business advisers as it deems necessary.

THE NOTES AND THE GUARANTEE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES, DELIVERED, WITHIN THE UNITED STATES OR, IN CASE OF REGULATION S CATEGORY 2 OFFERING, TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S OR THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND REGULATIONS THEREUNDER IN CASE OF BEARER NOTES).

— 2 — Each person receiving this Offering Circular acknowledges that such person has not relied on any Joint Arranger, any Dealer, the Trustee or any Agent or any person affiliated with any Joint Arranger, any Dealer, the Trustee or any Agent in connection with its investigation of the accuracy of such information or its investment decision. To the fullest extent permitted by law, none of the Joint Arrangers, the Dealers, the Trustee and the Agents accept any responsibility whatsoever for the contents of this Offering Circular or for any other statement, made or purported to be made by the Joint Arrangers, the Dealers, the Trustee or the Agents or on its or their behalf in connection with the Issuer, the Company, the Group, the Programme, the issue and offering of the Notes or the Guarantee. Each of the Joint Arrangers, the Dealers, the Trustee and the Agents accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement.

— 3 — AMENDMENTS TO THE OFFERING CIRCULAR

1. Additional Disclosure regarding the Cross-border Security Laws and the Existing Unguaranteed Bonds

(a) The following paragraph is hereby inserted as the third paragraph under the subsection entitled ‘‘PRC Regulations (Including PRC Regulations on the Guarantee) — Cross-border Security Laws’’ on page 140 of the Original Offering Circular:

‘‘On 16 January 2017, the SAFE issued the Notice of State Administration of Foreign Exchange on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control (國家外匯管理局關於進一步推進外匯管理改革完善真實合規性審核的通知)(the‘‘Circular 3’’) which allows the offshore debtor, directly or indirectly, to transfer inward the funds under NBWD by domestic lending, equity investment or other means. On 27 April 2017, the SAFE released the second series of questions and answers on the Circular 3《 ( 國家外匯管理局關於進一步推進外匯管理改革完善真實合規性審核的通知》(匯發[2017]3號)政策問答(第二期)), according to which the limitations on the use of proceeds under NBWD pursuant to the New Regulations are still effective.’’

(b) The following paragraph is hereby inserted as the last paragraph under the subsection entitled ‘‘PRC Regulations (Including PRC Regulations on the Guarantee) — Cross-border Security Laws’’ on page 141 of the Original Offering Circular:

‘‘According to Allbright Law Office, because the proceeds from the offerings of each of the CNY$1,500 million 5.50% Bonds due 2018 issued by Greenland HK Listco in January 2014 and the HK$2,000 million 6.00% Bonds due 2020 issued by Gluon Xima International Limited in March 2014 (collectively, the ‘‘Existing Unguaranteed Bonds’’) are not solely used in projects outside the PRC, the Guarantor is not qualified to (i) provide enforceable guarantees for the Existing Unguaranteed Bonds or (ii) provide enforceable guarantees for new bonds with terms substantially identical to those of the Existing Unguaranteed Bonds to exchange for the Existing Unguaranteed Bonds. In addition, if the Guarantor executes the cross-border guarantee under which the Guarantor (i) provides a guarantee for each of the Existing Unguaranteed Bonds or (ii) provides guarantees for new bonds with terms substantially identical to those of the Existing Unguaranteed Bonds to exchange for the Existing Unguaranteed Bonds, the Guarantor will violate the New Regulations, Operational Guidelines for the Administration of Cross-border Foreign Exchange Guarantee (跨境擔保外匯管理操作指引) and the second series of questions and answers on the Circular 3 and will incur fines due to such violation. In addition, because the Guarantor’sbusinessscope includes real estate business, the Guarantor is currently not allowed to issue overseas bonds with terms substantially identical to those of the Existing Unguaranteed Bonds in order to exchange them for the Existing Unguaranteed Bonds. The Guarantor concludes that it has used all reasonable efforts to obtain all requisite regulatory approvals in order for the Guarantor to (i) provide guarantee or indemnity in respect of the Existing Unguaranteed Bonds or (ii) offer to exchange the Existing Unguaranteed Bonds for securities issued or guaranteed by the Guarantor with terms substantially identical to those of the Existing Unguaranteed Bonds and therefore has satisfied the conditions under the keepwell deeds of the Existing Unguaranteed Bonds for it to guarantee any Notes.’’

— 4 — OFFERING CIRCULAR Strictly Confidential Greenland Global Investment Limited (incorporated in the British Virgin Islands with limited liability) unconditionally and irrevocably guaranteed by

Greenland Holding Group Company Limited

U.S.$3,000,000,000 Guaranteed Medium Term Note Programme

Under the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme described in this Offering Circular (the ‘‘Programme’’), Greenland Global Investment Limited (the ‘‘Issuer’’), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the ‘‘Notes’’)whichwillbe unconditionally and irrevocably guaranteed (the ‘‘Guarantee’’) by Greenland Holding Group Company Limited (the ‘‘Guarantor’’ or the ‘‘Company’’). The Issuer is an indirect wholly-owned subsidiary of the Company. The aggregate nominal amount of the Notes outstanding will not at any time exceed U.S.$3,000,000,000 (or the equivalent in other currencies), subject to increase as further described in ‘‘Summary of Programme’’. The Guarantor will enter into a deed of guarantee (each, a ‘‘Deed of Guarantee’’) with the Trustee on the issuance date of each series of the Notes issued under the Programme. The Guarantor will be required to register or cause to be registered with the State Administration of Foreign Exchange (‘‘SAFE’’) the Deed of Guarantee in accordance with, and within the time period prescribed by, the Foreign Exchange Administration Rules on Cross-border Security (跨境擔保外匯管理規定) promulgated by SAFE following the issuance of each series of the Notes. The Guarantor intends to complete the registration of the Deed of Guarantee with SAFE as soon as practicable and in any event before the Registration Deadline (being 60 Registration Business Days (as defined in the Terms and Conditions of the Notes) after the issuance date of each series of the Notes under the Programme). The obligations of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions of the Notes, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations. In addition, pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (國家發展改革委關於推進企業發行外債備案登記制管理改革的通知(發改外資[2015]2044號)) issued by National Development and Reform Commission (‘‘NDRC’’)on14 September 2015 which came into effect on the same day, the Company is required to register the issuance of each Tranche of Notes with the NDRC and obtain a certificate from NDRC evidencing such registration. The Company is also required to provide information on the issuance of each Tranche of Notes to the NDRC as soon as practicable and in any event within 10 PRC business days after the relevant Issue Date. Application has been made to The Stock Exchange of Hong Kong Limited (‘‘The Hong Kong Stock Exchange’’) for the listing of the Programme by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) (together, ‘‘Professional Investors’’) only during the 12-month period from the date of this document on The Hong Kong Stock Exchange. This document is for distribution to Professional Investors only. Investors should not purchase the Notes in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Notes are only suitable for Professional Investors. The Hong Kong Stock Exchange has not reviewed the contents of this Offering Circular, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this Offering Circular to Professional Investors only have been reproduced in this document. Listing of the Programme and the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Programme, the Notes, the Issuer or the Company or quality of disclosure in this Offering Circular. The Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this Offering Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this Offering Circular. This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on Hong Kong Stock Exchange for the purpose of giving information with regard to the Issuer and the Company. Each of the Issuer and the Company accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined in ‘‘Summary of the Programme’’) of Notes will be set out in a Pricing Supplement which, with respect to Notes to be listed on the Hong Kong Stock Exchange, will be delivered to the Hong Kong Stock Exchange, on or before the date of issue of the Notes of such Tranche. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Hong Kong Stock Exchange or listed, traded or quoted on or by any other competent authority, exchange or quotation system. Notes may be issued in bearer or registered form. The Notes of each Series issued in bearer form (‘‘Bearer Notes’’) will be represented on issue by a temporary global note in bearer form (each a ‘‘Temporary Global Note’’) or a permanent global note in bearer form (each a ‘‘Permanent Global Note’’) (collectively, the ‘‘Global Notes’’). Bearer Notes that are issued in compliance with rules in substantially the same form as U.S. Treasury Regulations §1.163-5(c)(2)(i)(D) for purposes of Section 4701 of the U.S. Internal Revenue Code (the ‘‘Code’’)(‘‘TEFRA D’’) must be initially represented by a Temporary Global Note and interests in a Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note from 40 days after the relevant issue date (the ‘‘Exchange Date’’), upon certification as to non- U.S. beneficial ownership. Notes in registered form (‘‘Registered Notes’’) will be represented by registered certificates (each a ‘‘Certificate’’), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. The Notes of each Series in registered form will initially be represented by a global certificate (each a ‘‘Global Certificate’’). Global Notes and Global Certificates may be deposited on the relevant issue date with a common depositary on behalf of Euroclear Bank S.A./ N.V. (‘‘Euroclear’’) and/or Clearstream Banking S.A. (‘‘Clearstream’’), or with a sub-custodian for the Central Moneymarkets Unit Service (the ‘‘CMU’’) operated by the Hong Kong Monetary Authority. Until the expiration of 40 days after the later of the commencement of the offering of a Tranche of a registered Series and theissuedate thereof, beneficial interests in a Global Note or Global Certificate may be held only through Euroclear or Clearstream or the CMU. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes or Global Certificates for Certificates are described in ‘‘Summary of Provisions Relating to the Notes while in Global Form’’. The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’)orwithany securities regulatory authority of any state of the United States and may not be offered or sold or, in case of Bearer Notes, delivered, in the United States or, in case of Regulation S under the Securities Act (‘‘Regulation S’’) Category 2 offering, to or for the account or benefit of, U.S. persons (as such term is defined in Regulation S) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. The Notes and the Guarantee are being offered outside the United States in reliance on Regulation S. Bearer Notes are subject to U.S. tax law requirements. See ‘‘Subscription and Sale’’. The Notes may be issued on a continuing basis to one or more of the Dealers specified under ‘‘Summary of the Programme’’ and any additional Dealer appointed under the Programme from time to time by the Issuer and the Guarantor (each a ‘‘Dealer’’ and together the ‘‘Dealers’’), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the ‘‘relevant Dealer’’ shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. The Programme has been assigned a rating of ‘‘BB’’ by S&P Global Ratings (‘‘S&P’’), a rating of ‘‘Ba2’’ by Moody’s Investors Service (‘‘Moody’s’’) and a rating of ‘‘BB+’’ by Fitch Ratings Ltd. (‘‘Fitch’’). In addition, the Company has a long-term corporate credit rating of ‘‘BB’’ by S&P, an issuer rating of ‘‘Ba1’’ by Moody’s, and a long-term foreign currency issuer default rating and senior unsecured rating of ‘‘BB+’’ by Fitch. These ratings are only correct as at the date of this Offering Circular. Tranches of Notes (as defined in ‘‘Summary of the Programme’’) to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, revision or withdrawal at any time by the assigning rating agency. Each of S&P, Moody’s and Fitch is a licensed corporation under the Securities and Futures Ordinance (the ‘‘SFO’’) to conduct type 10 (providing credit rating services) regulated activities as defined under the SFO. Investing in the Notes involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in this Offering Circular and in the applicable Pricing Supplement and the merits and risksofinvesting in a particular issue of Notes in the context of their financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in Notes. Investors should not purchase Notes unless they understand and are able to bear risks associated with Notes. Prospective investors should have regard to the factors described under ‘‘Risk Factors’’ in this Offering Circular.

Joint Arrangers Standard BOC International HSBC J.P. Morgan Chartered Bank (Hong Kong) Limited Dealers Standard BOC International HSBC J.P. Morgan Chartered Bank

Offering Circular dated 12 May 2017 TABLE OF CONTENTS

Page

NOTICETOINVESTORS ...... 3

CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION ...... 6

INFORMATION INCORPORATED BY REFERENCE AND FINANCIAL INFORMATION . 9

SUPPLEMENTALOFFERINGCIRCULAR ...... 10

FORWARD-LOOKING STATEMENTS ...... 11

SUMMARYOFTHEPROGRAMME ...... 13

SUMMARYOFTHEGROUP ...... 20

OFFERSTRUCTURE ...... 24

SUMMARYCONSOLIDATEDFINANCIALINFORMATIONOFTHECOMPANY ...... 25

RISKFACTORS ...... 28

USEOFPROCEEDS ...... 82

CAPITALISATIONANDINDEBTEDNESS ...... 83

DESCRIPTIONOFTHEISSUER ...... 84

DESCRIPTIONOFTHECOMPANY...... 85

PRC REGULATIONS (INCLUDING PRC REGULATIONS ON THE GUARANTEE) ...... 117

DIRECTORS, SUPERVISORS AND MANAGEMENT OF THE COMPANY ...... 142

FORMOFPRICINGSUPPLEMENT ...... 146

TERMSANDCONDITIONSOFTHENOTES ...... 160

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM . 192

TAXATION ...... 198

PRCCURRENCYCONTROLS ...... 202

SUBSCRIPTIONANDSALE ...... 205

GENERALINFORMATION ...... 212

INDEX TO FINANCIAL STATEMENTS ...... F-1

— 2 — NOTICE TO INVESTORS

Each of the Issuer and the Company, having made all reasonable enquiries, confirms that (i) this Offering Circular contains all information with respect to the Issuer, the Company and its subsidiaries (the ‘‘Group’’), the Notes and the Guarantee, which is material in the context of the issue and offering of the Notes; (ii) the statements contained in this Offering Circular relating to the Issuer, the Company and the Group are in every material respect true and accurate and not misleading; (iii) the opinions and intentions expressed in this Offering Circular with regard to the Issuer, the Company and the Group are honestly and reasonably held, have been reached after considering all relevant circumstances and are basedonreasonableassumptions;(iv)therearenootherfactsinrelationtotheIssuer,theCompany,the Group, the Notes or the Guarantee, the omission of which would, in the context of the issue and offering of the Notes, make any statement, opinion or intention expressed in this Offering Circular misleading in any material respect; and (v) all reasonable enquiries have been made by the Issuer and the Company to ascertain such facts and to verify the accuracy of all such information and statements. In addition, each of the Issuer and the Company accepts full responsibility for the accuracy of the information contained in this Offering Circular.

Each Tranche of Notes will be issued on the terms set out herein under ‘‘Terms and Conditions of the Notes’’ (the ‘‘Conditions’’) as amended and/or supplemented by a document specific to such Tranche called a pricing supplement (the ‘‘Pricing Supplement’’). This Offering Circular must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and construed together with the relevant Pricing Supplement. This Offering Circular shall be read and construed on the basis that such documents are incorporated in and form part of this Offering Circular.

This Offering Circular has been prepared by the Issuer and the Company solely for use in connection with the Programme and the proposed offering of the Notes. The distribution of this Offering Circular and any Pricing Supplement and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Company, BOCI Asia Limited, J.P. Morgan Securities plc, The Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank (Hong Kong) Limited (each a ‘‘Joint Arranger’’ and together the ‘‘Joint Arrangers’’), and Standard Chartered Bank (together with the Joint Arrangers, the ‘‘Dealers’’) to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Notes or the distribution of this Offering Circular or any Pricing Supplement in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Notes and the circulation of documents relating thereto, in certain jurisdictions including the United States, the European Economic Area (including the United Kingdom), the People’s Republic of China, the British Virgin Islands, Hong Kong, Japan and Singapore, to persons connected therewith. For a description of certain further restrictions on offers, sales and resale of the Notes and distribution of this Offering Circular or any Pricing Supplement, see ‘‘Subscription and Sale’’.

No person has been or is authorised to give any information or to make any representation concerning the Issuer, the Company, the Group, the Notes or the Guarantee other than as contained herein or any other document entered into in relation to the Programme and the sale of Notes and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer, the Company, the Joint Arrangers, the Dealers, the Trustee or the Agents (as defined in the Conditions). Neither the delivery of this Offering Circular or any Pricing Supplement nor any offering, sale or delivery made in connection with the issue of the Notes shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of the Issuer, the Company, the Group or any of them since the date hereof or, if later, the date upon which this Offering Circular has been most recently amended or

— 3 — supplemented or create any implication that the information contained herein is correct as at any date subsequent to the date hereof or, as the case may be, the date upon which this Offering Circular has been most recently amended or supplemented, or that any information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

Neither this Offering Circular nor any Pricing Supplement constitutes an offer of, or an invitation by or on behalf of the Issuer, the Company, the Joint Arranger, the Dealers, the Trustee or the Agents (or any of their respective affiliates, advisors, directors, officers, employees, representatives, agents and each person who controls any of them) to subscribe for or purchase any of the Notes and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. The Issuer has submitted and will submit this Offering Circular confidentially to a limited number of institutional investors so that they can consider a purchase of the Notes. Neither the Issuer nor the Company has authorised its use for any other purpose. This Offering Circular may not be copied or reproduced in whole or in part. It may be distributed only to and its contents may be disclosed only to the prospective investors to whom it is provided. By accepting delivery of this Offering Circular, each investor agrees to these restrictions.

— 4 — IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR ANY PERSON(S) ACTING FOR IT) (THE ‘‘STABILISING MANAGER(S)’’) IN THE APPLICABLE PRICING SUPPLEMENT MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE AND 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE RELEVANT TRANCHE. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

This Offering Circular does not describe all of the risks and investment considerations (including those relating to each investor’s particular circumstances) of an investment in the Notes of a particular issue. Each potential purchaser of the Notes should refer to and consider carefully the relevant Pricing Supplement for each particular issue of the Notes, which may describe additional risks and investment considerations associated with such Notes. The risks and investment considerations identified in this Offering Circular and the applicable Pricing Supplement are provided as general information only. Investors should consult their own financial and legal advisers as to the risks and investment considerations arising from an investment in an issue of the Notes and should possess the appropriate resources to analyse such investment and the suitability of such investment in their particular circumstances.

Each person receiving this Offering Circular acknowledges that such person has not relied on any Joint Arranger, any Dealer, the Trustee or any Agent or any person affiliated with any Joint Arranger, any Dealer, the Trustee or any Agent in connection with its investigation of the accuracy of such information or its investment decision. To the fullest extent permitted by law, none of the Joint Arrangers, the Dealers, the Trustee and the Agents accept any responsibility whatsoever for the contents of this Offering Circular or for any other statement, made or purported to be made by the Joint Arrangers, the Dealers, the Trustee or the Agents or on its or their behalf in connection with the Issuer, the Company, the Group, the Programme, the issue and offering of the Notes or the Guarantee. Each of the Joint Arrangers, the Dealers, the Trustee and the Agents accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement.

This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’)forthe purpose of giving information with regard to the Issuer and the Company. Each of the Issuer and the Company accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Listing of the Programme on the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Issuer, the Company or the Notes. In making an investment decision, investors must rely on their own examination of the Issuer, the Company and the terms of the offering, including the merits and risks involved. See ‘‘Risk Factors’’ for a discussion of certain factors to be considered in connection with an investment in the Notes.

No prospectus is required in accordance with Directive 2003/71/EC in relation to offers of the Notes under the Programme.

— 5 — CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION

We have prepared this Offering Circular using a number of conventions, which you should consider when reading the information contained herein. When we use the terms ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ the ‘‘Company,’’ the ‘‘Group’’ and words of similar import, we are referring to Greenland Holding Group Company Limited itself, or to Greenland Holding Group Company Limited and its subsidiaries, as the context requires.

Unless otherwise specified or the context requires, all references herein to ‘‘Hong Kong’’ are to the Hong Kong Special Administrative Region of the People’s Republic of China, to ‘‘China’’ or the ‘‘PRC’’ are to the People’s Republic of China and for the purpose of this Offering Circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan and to ‘‘U.S.’’ are to the United States of America; all references to ‘‘U.S. dollars’’ or ‘‘U.S.$’’ are to the lawful currency of the United States of America, to ‘‘Renminbi’’ or ‘‘RMB’’ are to the lawful currency of the PRC, to ‘‘Sterling’’, ‘‘sterling’’ or ‘‘£’’ are to the lawful currency of the United Kingdom, to ‘‘euro’’ or ‘‘€’’ are to the lawful currency of member states of the European Union that adopt the single currency introduced in accordance with the Treaty establishing the European Community and to ‘‘Hong Kong dollars’’ or ‘‘HK$’’ are to the lawful currency of Hong Kong, as amended from time to time.

In this Offering Circular, where information has been presented in thousands or millions of units, or as percentages, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in tables may not be equal to the apparent total of the individual items and actual numbers may differ from those contained herein due to rounding. References to information in billions of units are to the equivalent of a thousand million units.

Solely for the sake of convenience, this Offering Circular contains translations of certain Renminbi amounts into U.S. dollar amounts. Unless indicated otherwise, the translation of Renminbi amounts into U.S. dollar amounts has been made at the rate of RMB6.9430 to U.S.$1.00, the noon buying rate as set forth in the H.10 statistical release of the Federal Reserve Bank of New York on 30 December 2016. These translations should not be construed as representations that the Renminbi amounts could actually be converted into any U.S. dollar amounts at the rates indicated or at all.

Market data and certain industry forecasts and statistics in this Offering Circular have been obtained from both public and private sources, including market research, publicly available information and industry publications. Although this information is believed to be reliable, it has not been independently verified by the Issuer, the Company, the Joint Arrangers, the other Dealers, the Trustee, the Agents or their respective directors and advisors, and none of the Issuer, the Company, the Joint Arrangers, the other Dealers, the Trustee, the Agents and their respective directors and advisors make any representation as to the accuracy or completeness of that information. Such information may not be consistent with other information compiled within or outside the PRC. In addition, third party information providers may have obtained information from market participants and such information may not have been independently verified.

The English names of the PRC nationals, entities, departments, facilities, laws, regulations, certificates, titles and the like are translations of their Chinese names and are included for identification purposes only.

Unless the context otherwise requires, references to ‘‘2015’’ and ‘‘2016’’ in this Offering Circular are to our financial years ended 31 December 2015 and 2016, respectively.

— 6 — Unless otherwise indicated, in this Offering Circular:

‘‘2014 July Bonds’’ U.S.$400,000,000 4.375% guaranteed bonds due 2019 and U.S.$600,000,000 5.875% guaranteed bonds due 2024 issued by theIssueron3July2014

‘‘AIC’’ Administration for Industry and Commerce

‘‘ASP’’ average selling price

‘‘CBRC’’ China Banking Regulatory Commission

‘‘CEC’’ China Enterprise Confederation

‘‘CEDA’’ China Enterprise Directors Association

‘‘Central China’’ for the purpose of this Offering Circular, the region refers to Anhui, Hunan, Shanxi, Hubei, Jiangxi and Henan

‘‘CRIC’’ China Real Estate Information Corporation

‘‘CSRC’’ China Securities Regulatory Commission

‘‘GDP’’ gross domestic product

‘‘GFA’’ gross floor area

‘‘Greenland HK Listco’’ Greenland Hong Kong Holdings Limited, a company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange under stock code 00337

‘‘Greenland HK Listco MTN U.S.$2,000,000,000 medium term notes programme established Programme’’ byGreenlandHKListcoon25July2014

‘‘Greenland Holdings’’ Greenland Holdings Corporation Limited (綠地控股集團股份有限公司), our parent company listed on the Shanghai Stock Exchange (stock code: 600606)

‘‘MLR’’ Ministry of Land and Resources of the People’s Republic of China

‘‘MOF’’ Ministry of Finance of the People’s Republic of China

‘‘MOFCOM’’ Ministry of Commerce of the People’s Republic of China

‘‘MOHURD’’ Ministry of Housing and Urban-Rural Development of the People’s Republic of China

‘‘NDRC’’ National Development and Reform Commission of the People’s Republic of China or its local counterparts

‘‘Other Regions’’ for the purpose of this Offering Circular, other regions refer to Heilongjiang and Jilin

— 7 — ‘‘Pan-Bohai Rim’’ for the purpose of this Offering Circular, the region refers to Beijing, Liaoning, Shandong, Hebei and Tianjin

‘‘PBOC’’ People’s Bank of China

‘‘Pearl River Delta’’ for the purpose of this Offering Circular, the region refers to Guangdong

‘‘SAFE’’ State Administration of Foreign Exchange of the People’s Republic of China

‘‘SAIC’’ State Administration for Industry and Commerce of the People’s Republic of China

‘‘SAT’’ State Administration of Taxation of the People’s Republic of China

‘‘SFC’’ Securities and Futures Commission

‘‘Shanghai Jinfeng’’ Shanghai Jinfeng Investment Co., Ltd. (上海金豐投資股份有限公司), our parent company listed on the Shanghai Stock Exchange (stock code: 600606). On 13 August 2015, Shanghai Jinfeng changed its name to Greenland Holdings

‘‘Shanghai SASAC’’ State-owned Assets Supervision and Administration Commission of the People’s Government of Shanghai Municipality

‘‘SOE’’ State-owned enterprise

‘‘Transaction’’ the plan of asset swap and issuance of shares to acquire assets announced by Shanghai Jinfeng, under which Shanghai Jingfeng has exchanged its entire assets and liabilities for the Company’s shares with equivalent value and issue certain A shares to all existing shareholders of the Company in exchange for the Company’s shares, as first announced by Shanghai Jinfeng on 17 March 2014 and as subsequently amended. See ‘‘Description of the Company — Corporate History and Structure — Key Corporate Milestones — Listing on Shanghai Stock Exchange.’’

‘‘Western China’’ for the purpose of this Offering Circular, the region refers to Sichuan, Guizhou, Inner Mongolia, Xinjiang, Yunnan, Gansu, Shanxi, Ningxia and Chongqing

‘‘Yangtze River Delta’’ for the purpose of this Offering Circular, the region refers to Jiangsu, Zhejiang and Shanghai

— 8 — INFORMATION INCORPORATED BY REFERENCE AND FINANCIAL INFORMATION

This Offering Circular should be read and construed in conjunction with:

(i) each relevant Pricing Supplement; and

(ii) all amendments and supplements from time to time to this Offering Circular;

in each case, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular.

The consolidated financial statements of the Company contained in this Offering Circular are prepared in accordance with the China Accounting Standards for Business Enterprises (‘‘PRC GAAP’’) issued by MOF. There is no material difference between PRC GAAP and International Financial Reporting Standards.

Any statement contained in this Offering Circular or in a document incorporated by reference into this Offering Circular will be deemed to be modified or superseded for purposes of this Offering Circular to the extent that a statement contained in any such subsequent document modifies or supersedes that statement. Any statement that is modified or superseded in this manner will no longer be a part of this Offering Circular, except as modified or superseded.

Copies of all such documents which are so deemed to be incorporated in, and to form part of, this Offering Circular will be available free of charge during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for inspection at the specified office of the Trustee and the principal place of business of the Issuer set out at the end of this Offering Circular.

— 9 — SUPPLEMENTAL OFFERING CIRCULAR

Each of the Issuer and the Company has given an undertaking to the Dealers that in the event of a significant new factor, material mistake or inaccuracy arises or is noted relating to the information included in this Offering Circular which is capable of affecting an assessment by investors of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and/or the Company and/or of the rights attaching to the Notes and/or the Guarantee, the Issuer and the Company shall update or amend this Offering Circular by the publication of a supplement to it or a new Offering Circular, unless the Issuer has notified the Permanent Dealers in writing that it does not intend to issue Notes under the Programme for the time being.

— 10 — FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include statements relating to, among others:

. our business and operating strategies and our future business development;

. the general economic, market and business conditions in China;

. the expected growth and market opportunities as to the property industry in China in general and the cities in which we operate;

. the expected growth and market opportunities as to the energy industry in China;

. changes in competitive conditions and our ability to compete under these conditions;

. our ability to effectively manage a diversified investment portfolio consisting of companies in different industries;

. our ability to enter into new markets and expand our operations;

. our expectations with respect to our ability to acquire and maintain regulatory qualifications required to operate our business;

. costs of bank loans and other forms of financing, and our ability to secure adequate financing for our property development;

. our financial condition and performance;

. our dividend distribution plans;

. the performance of the obligations and undertakings of our independent contractors;

. significant delay in obtaining occupation permits, proper legal titles or approvals for our properties under development or held for future development;

. our ability to successfully complete or sell our property projects in a timely manner;

. changes in currency exchange rates; and

. macroeconomic policies of the PRC government.

In some cases, you can identify forward-looking statements by such terminology as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘would,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘anticipate,’’ ‘‘going forward,’’ ‘‘ought to,’’ ‘‘seek,’’ ‘‘project,’’ ‘‘forecast,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘predict,’’ ‘‘potential’’ or ‘‘continue’’ or the negative of these terms or other comparable terminology. Such statements reflect the current views of the Issuer or the Company with respect to future events, operations, results, liquidity and capital resources and are not guarantee of future performance, some of which may not materialize or may change. Although the Issuer and the Company believe that the expectations reflected in these forward-looking statements are reasonable, there is no assurance that those expectations will prove to be correct, and you are cautioned not to place undue reliance on such statements. The Issuer and the Company undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the

— 11 — forward-looking events discussed in this Offering Circular might not occur and the Issuer’sandthe Company’s actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements contained in this Offering Circular are qualified by reference to the cautionary statements set forth in this section.

These forward-looking statements speak only as at the date of this Offering Circular. The Issuer and the Company expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances, on which any such statement was based.

— 12 — SUMMARY OF THE PROGRAMME

The following summary is qualified in its entirety by the remainder of this Offering Circular. This summary must be read as an introduction to this Offering Circular and any decision to invest in the Notes should be based on a consideration of this Offering Circular as a whole, including any information incorporated by reference. Phrases used in this summary and not otherwise defined shall have the meanings given to them in ‘‘Terms and Conditions of the Notes’’.

Issuer Greenland Global Investment Limited.

Guarantor Greenland Holding Group Company Limited.

Description Guaranteed Medium Term Note Programme.

Size Up to U.S.$3,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate nominal amount of Notes outstanding at any one time. The Issuer may increase the aggregate nominal amount of the Programme in accordance with the terms of the Dealer Agreement.

Joint Arrangers BOCI Asia Limited, J.P. Morgan Securities plc, The Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank (Hong Kong) Limited.

Dealers BOCI Asia Limited, J.P. Morgan Securities plc, The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank (Hong Kong) Limited and Standard Chartered Bank.

The Issuer may from time to time terminate the appointment of any Dealer under the Programme or appoint Dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Offering Circular to ‘‘Dealers’’ are to all persons appointed as a dealer in respect of one or more Tranches or the Programme.

The Guarantee On the Issue Date, the Notes being issued on that date will have the benefit of a Deed of Guarantee provided by the Guarantor. Pursuant to the Deed of Guarantee, the Guarantor will unconditionally and irrevocably guarantee the due payment of all sums expressed to be payable by the Issuer under the relevant Notes and if any, the Receipts and Coupons relating to them, and the Trust Deed, as further described in Condition 3(b) of the Terms and Conditions of the Notes.

The Guarantor undertakes that it will register or cause to be registered with SAFE the Deed of Guarantee in accordance with, and within the time period prescribed by, the Foreign Exchange Administration Rules on Cross-border Security (‘‘Cross-border Security Registration’’) following the issuance of each series of the Notes, use its best endeavours to complete the Cross-border Security Registration and obtain a registration record from SAFE on or before the Registration Deadline and comply with all applicable PRC laws and regulations in relation to the Guarantee.

— 13 — NDRC Registration Pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (國家發展改革委關於推進企業發行外債備案登記制管理改革的通知(發改外資[2015]2044號)) issued by National Development and Reform Commission (‘‘NDRC’’)on14September2015whichcameintoeffectonthe same day, the Company is required to register each issuance of each Tranche of Notes with a maturity of more than one year with the NDRC and obtain a certificate from NDRC evidencing such registration. The Company intends to complete the registration with NDRC before each issue of Notes with a maturity of more thanoneyear.TheCompanyisalsorequiredtoprovide information on the issuance of each Tranche of Notes with a maturity of more than one year to the NDRC as soon as practicable and in any event within 10 PRC business days after the relevant Issue Date.

Certain Restrictions Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see ‘‘Subscription and Sale’’) including the following restriction applicable as at the date of this Offering Circular.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 (‘‘FSMA’’) unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent (see ‘‘Subscription and Sale’’).

Further restrictions may apply in connection with any particular Series or Tranches of Notes.

Trustee The Hongkong and Shanghai Banking Corporation Limited.

Issuing and Paying Agent, Paying The Hongkong and Shanghai Banking Corporation Limited. Agent, CMU Lodging and Paying Agent, Registrar and Transfer Agent

Method of Issue The Notes will be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a ‘‘Series’’)havingone or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest and/or the issue price), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a ‘‘Tranche’’) on the same or different issue dates. The specific terms of each Tranche (which will be completed, where necessary, with the relevant terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be completed in the Pricing Supplement.

— 14 — Issue Price Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. Partly Paid Notes may be issued, the issue price of which will be payable in two or more instalments.

Form of Notes The Notes will be issued in bearer or registered form as described in ‘‘Terms and Conditions of the Notes’’. Registered Notes will not be exchangeable for Bearer Notes and vice versa.

Clearing Systems Clearstream, Euroclear, the CMU and, in relation to any Tranche, such other clearing system as may be agreed between the Issuer, the Issuing and Paying Agent, the Trustee and the relevant Dealer(s).

Initial Delivery of Notes On or before the issue date for each Tranche, the Global Note or Global Certificate representing the Notes may be deposited with a common depositary for Euroclear and Clearstream or deposited with a sub-custodian for the CMU. Global Notes or Global Certificates may also be deposited with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the Issuer, the Trustee, the Issuing and Paying Agent and the relevant Dealer(s). Registered Notes that are to be credited to one or more clearing systems on issue will be registered in the name of, or in the name of nominees or a common nominee for, such clearing systems.

Currencies Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in any currency agreed between the Issuer and the relevant Dealer(s).

Maturities Subject to compliance with all relevant laws, regulations and directives, any maturity as may be agreed between the Issuer and the relevant Dealer(s).

Specified Denomination Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) save that the minimum denomination of each Note will be such as may be allowed or required from time to time by the central banks (or equivalent body) or any laws or regulations applicable to the relevant currency (see ‘‘Certain Restrictions’’ above).

Interest Notes may be interest-bearing or non-interest bearing. Interest (if any) may accrue at a fixed rate or a floating rate or other variable rate or be index-linked and the method of calculating interest may vary between the issue date and the maturity date of the relevant Series.

— 15 — Fixed Rate Notes Fixed interest will be payable in arrear on such date or dates as may be agreed between the Issuer and the relevant Dealer(s) and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer(s).

Floating Rate Notes Floating Rate Notes will bear interest determined separately for each Series as follows:

(i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or

(ii) by reference to LIBOR, EURIBOR, HIBOR or CNH HIBOR (or such other benchmark as may be specified in the relevant Pricing Supplement) as adjusted for any applicable margin; or

(iii) on such other basis as may be agreed between the Issuer and the relevant Dealer(s).

Interest periods will be specified in the relevant Pricing Supplement.

Zero Coupon Notes Zero Coupon Notes (as defined in ‘‘Terms and Conditions of the Notes’’) may be issued at their nominal amount or at a discount to it and will not bear interest.

Dual Currency Notes Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes (as defined in ‘‘Terms and Conditions of the Notes’’) will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer(s) may agree and as may be specified in the relevant Pricing Supplement.

Index Linked Notes Payments of principal in respect of Index Linked Redemption Notes (as defined in ‘‘Terms and Conditions of the Notes’’)orof interest in respect of Index Linked Interest Notes (as defined in ‘‘Terms and Conditions of the Notes’’) will be calculated by reference to such index and/or formula or to changes in prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer(s) may agree and as may be specified in the relevant Pricing Supplement.

— 16 — Interest Periods and Interest The length of the interest periods for the Notes and the applicable Rates interest rate or its method of calculation may differ from time to time or be constant for any Series. Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate, or both. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information will be set out in the relevant Pricing Supplement.

Redemption The applicable Pricing Supplement will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or a Relevant Event or following an Event of Default (as defined in ‘‘Terms and Conditions of the Notes’’)) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer(s). The applicable Pricing Supplement may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Pricing Supplement.

Notes having a maturity of less than one year are subject to restrictions on their denomination and distribution, see ‘‘Certain Restrictions — Notes having a maturity of less than one year’’ above.

Optional Redemption Notes may be redeemed before their stated maturity at the option of the Issuer (either in whole or in part) and/or the Noteholders to the extent (if at all) specified in the relevant Pricing Supplement.

Redemption for a Relevant Event The terms of the Notes will contain a provision for the early redemption of the Notes at the option of the holders thereof upon the occurrence of a Relevant Event as further described in Condition 6(e) of the Terms and Conditions of the Notes.

Redemption for Taxation Reasons Notes may be redeemable at the Issuer’s option prior to maturity for tax reasons as further described in Condition 6(c) of the Terms and Conditions of the Notes.

Status of the Notes The Notes will constitute direct, unconditional, unsubordinated and (subject to Condition 4(a) of the Terms and Conditions of the Notes) unsecured obligations of the Issuer and will at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions of the Notes, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

— 17 — Status of the Guarantee The obligations of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions of the Notes, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

Negative Pledge The Notes will contain a negative pledge provision as described in Condition 4(a) of the Terms and Conditions of the Notes.

Events of Default The Terms and Conditions of the Notes will contain events of default provisions, including a cross default provision, as described in Condition 10 of the Terms and Conditions of the Notes.

Taxation All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within a Relevant Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or the Guarantor, as the case may be, shall (except in certain circumstances as set out in Condition 8 of the Terms and Conditions of the Notes) pay such Additional Tax Amounts as shall result in receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required.

Ratings The Programme has been assigned a rating of ‘‘BB’’ by S&P, a rating of ‘‘Ba2’’ by Moody’s and a rating of ‘‘BB+’’ by Fitch. Tranches of Notes will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will be specified in the relevant Pricing Supplement and will not necessarily be the same as the ratings assigned to the Programme. In addition, the Company has a long-term corporate credit rating of ‘‘BB’’ by S&P, an issuer rating of ‘‘Ba1’’ by Moody’s, and a long-term foreign currency issuer default rating and senior unsecured rating of ‘‘BB+’’ by Fitch. These ratings are only correct as at the date of this Offering Circular.

A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, revision or withdrawal at any time by the assigning rating agency. Each of S&P, Moody’s and Fitch is a licensed corporation under the SFO to conduct type 10 (providing credit rating services) regulated activities as defined under the SFO.

Governing Law and Jurisdiction The Notes, the Trust Deed, the Agency Agreement and any non- contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, English law, and the Deed of Guarantee will be governed by, and construed in accordance with Hong Kong law, with the submission to the exclusive jurisdiction of Hong Kong courts.

— 18 — Listing and Admission to Trading Application has been made to the Hong Kong Stock Exchange for the listing of the Programme by way of debt issues to Professional Investors only during the 12-month period from the date of this Offering Circular on the Hong Kong Stock Exchange.

However, unlisted Notes and Notes to be listed on the Hong Kong Stock Exchange or to be listed, traded or quoted on or by any other competent authority, stock exchange or quotation system may be issued pursuant to the Programme. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Hong Kong Stock Exchange or listed, traded or quoted on or by any other competent authority, stock exchange or quotation system.

Notes listed on the Hong Kong Stock Exchange will be traded on the Hong Kong Stock Exchange in a board lot size of at least HK$500,000 (or its equivalent in other currencies).

Selling Restrictions There are restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area (including the United Kingdom), the PRC, the British Virgin Islands, Hong Kong, Japan, Singapore and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see ‘‘Subscription and Sale’’.

Bearer Notes will be issued in compliance with TEFRA D unless (i) the relevant Pricing Supplement states that the Bearer Notes are issued in compliance with rules in substantially the same form as U.S. Treasury Regulation §1.163–5(c)(2)(i)(C) for purposes of Section 4701 of the Code (‘‘TEFRA C’’) or (ii) the Bearer Notes are issued other than in compliance with TEFRA D or TEFRA C. In the case of Bearer Notes, only Notes with a term of 365 days or less (taking into account any unilateral right to extend or rollover the term) may be issued other than in compliance with TEFRA D or TEFRA C and will be referred to in the relevant Pricing Supplement as a transaction to which the United States Tax Equity and Fiscal Responsibility Act of 1982 (‘‘TEFRA’’)is not applicable. Bearer Notes with a term of more than 365 days (taking into account any unilateral right to extend or rollover the term) that are held through the CMU must be issued in compliance with TEFRA C, unless at the time of issuance the CMU and the CMU Lodging and Paying Agent have procedures in place so as to enable the Issuer to comply with the certification requirements under TEFRA D.

— 19 — SUMMARY OF THE GROUP

The summary below is only intended to provide a limited overview of detailed information described elsewhere in this Offering Circular. As it is a summary, it does not contain all of the information that may be important to investors and terms defined elsewhere in this Offering Circular shall have the same meanings when used in this summary. Prospective investors should therefore read the entire Offering Circular, including the section entitled ‘‘Risk Factors’’ and the consolidated financial statements of each of the Issuer and the Company and related notes thereto, before making an investment decision.

The Issuer

The Issuer was incorporated in the British Virgin Islands as a company limited by shares on 11 June 2014 under the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the ‘‘BVI BC Act’’) (company number: 1827602). The Issuer is an indirect subsidiary of the Guarantor and the Guarantor indirectly holds 100% of the voting rights of the issued share capital of the Issuer.

On 3 July 2014, the Issuer issued U.S.$400,000,000 4.375% bonds due 2019 and U.S.$600,000,000 5.875% bonds due 2024 (the ‘‘2014 July Bonds’’) guaranteed by the Company pursuant to a deed of guarantee. As at the date of this Offering Circular, all of the principal amount of the 2014 July Bonds remains outstanding. The Issuer has issued an aggregate principal amount of U.S.$1,280,000,000 notes guaranteed by the Company under the Programme. As of the date of this Offering Circular, all of the principal amount of the notes issued under the Programme remains outstanding.

Save as disclosed above, the Issuer has not engaged, since its incorporation, in any material activities other than the establishment of the Programme, the issue of the Notes thereunder and the on- lending of the proceeds thereof to the Guarantor’s overseas subsidiaries.

See ‘‘Description of the Issuer’’.

The Company

Overview

We are a leading group company in China with a focus on real estate business. We were ranked No. 311 among ‘‘Fortune Global 500’’ in 2016. In addition, we were ranked No. 55 in the ‘‘Top 500 Chinese Companies’’ in 2016 by CEC and CEDA. We are an enterprise held by Shanghai SASAC. Since our establishment in 1992, we have adhered to our corporate motto of ‘‘Greenland — Creating a Better Life (綠地，讓生活更美好)’’ to develop ourselves in response to the market demands and urban development. By leveraging the joint development of different business segments and capital management, we have formed a diversified portfolio of businesses in which real estate is our core business, supplemented by construction, finance, consumer and energy businesses.

Property development and operation is our core business. We have been constantly ranked as a Top 4 real estate developer in China since 2010 in terms of contracted sales and contracted GFA, according to CRIC. In 2016, our contracted sales were RMB255.0 billion, ranking the third nationally, and our contracted GFA amounts to 19.6 million sq.m. Our real estate development business is distinguished as a national leader by its scale, product diversity and brand recognition, especially with respect to the development of ultra-high buildings, large urban complexes, complexes adjacent to high- speed rail stations and industrial complexes.

With a focus on China’s most economically developed first- and second-tier cities, our property projects are widely spread in over 80 cities across 29 provinces in China. We focus on aligning our interests with the Chinese government’s urbanization policies and strive to acquire land at relatively low price. Furthermore, we have expanded into overseas markets including South Korea, Australia, Japan, Malaysia, Canada, the United States, the United Kingdom and Europe since 2011. See ‘‘Description of

— 20 — the Company — Our Principal Business — Property Development and Operation Business — Property Portfolio Summary’’ for our overseas projects. In August 2013, we acquired approximately 60% of share capital of the Greenland HK Listco, which is our primary overseas listed vehicle in the real estate development and investment business. Over the years, our ‘‘Greenland’’ brand has received numerous distinctions and widespread recognition. For example, our brand was ranked among ‘‘Top20Chinese Real Estate Brand Value’’ in 2015 by China Real Estate Research Institute, China Real Estate Association and China Real Estate Appraisal Centre. Our ‘‘Greenland’’ trademark has been recognized as a Famous Trademark of China by SAIC since 2008.

While focusing on maintaining our leadership in real estate development, we also have presence in construction, finance, consumer and energy industries. Our construction business is primarily conducted by Greenland Construction Group, which possesses eleven first-class national qualifications and has completed major construction projects such as the Shanghai Oriental Pearl TV Tower, Shanghai World Expo Urban Civilization Pavilion and Shanghai International Conference Center. Financial business is one of the segments that we focus on developing which covers debt and equity investments, asset management and capital operation. As of 31 December 2016, we held equity interest in one wealth management company, two financial assets trading centers and had two private equity firms. Besides holding minority interest in Shanghai Rural Commercial Bank, Jinzhou Bank and Orient Securities, we also operate four microfinance companies, an investment guarantee company and a pawn brokerage in Shanghai. Our consumer business includes sales of imported merchandise, auto dealership and related services and hotel business. We have established ‘‘online + offline’’ model for sales of more than 20,000 types of imported merchandise with our 27 stores covering approximately ten first and second tier cities in China and two online applications as of 31 December 2016. We currently operate 29 4S auto dealerships for a number of internationally renowned automobile brands in China. We also owned 28 hotels, managed 3 hotels and had 47 hotels under development covering more than 50 cities globally as of 31 December 2016. Our energy business covers trading of coal products as well as petroleum and chemical products.

In 2015 and 2016, our revenue was RMB207.5 billion and RMB247.4 billion, respectively, and net profit was RMB7.4 billion and RMB9.4 billion, respectively.

Competitive Strengths

As a leading group company with a focus on real estate business, we believe that our success and prospects are primarily attributed to the following competitive strengths:

. our leading position in the PRC real estate market and excellent brand recognition;

. strong state-owned background;

. diversified and balanced product portfolio and unique urban integrated complex model for property development;

. fast turnover development process and strong sales team;

. our large, low cost, diversified and high quality land bank;

. diversified low cost financing channels and sound financial condition; and

. experienced and stable management team and effective corporate governance.

— 21 — Strategies

We aim to achieve the Group’s sustainable development and strengthen our leading position in the real estate industry through the following strategies, while at the same time, seeking the healthy development of our other businesses:

. further strengthen our leadership in the PRC real estate market and enhance brand recognition;

. enhance our leading advantage of diversified product portfolio and implement environmental friendly and smart city concepts;

. leverage our state-owned background to drive business development; and

. continue our business diversification strategy

Recent Developments i. Acquisition of Shares in China Greenland Broad Greenstate Group Company Limited

On 21 September 2016, Greenland Financial Overseas Investment Group Co., Ltd. (綠地金融海外投資集團有限公司)(‘‘Greenland Financial’’), a wholly owned subsidiary of the Company, completed the purchase of 591,561,041 shares of China Greenland Broad Greenstate Group Company Limited (中國綠地博大綠澤集團有限公司) (formerly known as Broad Greenstate International Company Limited (博大綠澤國際有限公司)) (‘‘Broad Greenstate’’) from Broad Landscape International Company Limited (博大國際有限公司)(‘‘Broad Landscape’’) for a consideration of approximately HK$447,220,147. On 27 February 2017, Greenland Financial completed a further purchase of 162,000,000 shares of Broad Greenstate for a consideration of approximately HK$122,472,000. As a result, Greenland Financial and its concert parties held approximately 29.98% of the shares of Broad Greenstate as at the date of completion of such acquisitions.

Broad Greenstate is a company incorporated in the Cayman Islands with limited liability, shares of which are listed on the main board of the Hong Kong Stock Exchange (stock code: 1253). As a fast- growing integrated landscape construction and design service provider in China, Broad Greenstate focuses on municipal and city level landscape projects across China and provides its customers with ‘‘one-stop’’ solutions of landscaping services, including design and planning, design refinement, construction, seedlings cultivation and maintenance. The purpose of such acquisitions is to create more opportunities for synergy with, and provide further support to, the existing real estate business of the Group. ii. Acquisition of Wuxi Guangcheng Metro Above-station Property Development Co., Ltd.

On 12 January 2017, Suzhou Runjian Property Co., Ltd. (蘇州潤建置業有限公司)(‘‘Suzhou Runjian’’) entered into an agreement with Wuxi Metro Group Co., Ltd. (無錫地鐵集團有限公司) (‘‘Wuxi Metro’’) for the purchase of 90% equity interest in Wuxi Guangcheng Metro Above-Station Property Development Co., Ltd. (無錫廣成地鐵上蓋置業有限公司)(‘‘Wuxi Guangcheng’’) together with the shareholder’s loan owed by Wuxi Guangcheng to Wuxi Metro at a total transaction amount of approximately RMB2.34 billion. Suzhuo Runjian is an indirectly wholly-owned subsidiary of Greenland HK Listco. The completion will take effect upon registration of the acquisition with the relevant PRC government authorities.

— 22 — Wuxi Guangcheng is the owner of a parcel of land in the sub-urban area of Wuxi with a total site area of 164,624.60 square metres that is situated above a to-be-constructed underground railway station. In order to govern certain management and corporate affairs of Wuxi Guangcheng in the acquisition and the development of the land, Suzhou Runjian and Wuxi Metro also entered into a cooperation agreement on 3 March 2017. The purpose of Wuxi Guangcheng is to develop residential, commercial and office compounds on the land, which are expected to have a total planned gross floor area of approximately 338,000 sq.m. The Company believes this acquisition and cooperation will enable the Group to further enhance its presence in the Yangtze River Delta and enrich and increase its land bank and property portfolio. iii. Strategic Cooperation with China COSCO Shipping Corporation Limited

On 10 February 2017, the Company signed a strategic cooperation agreement with China COSCO Shipping Corporation Limited (‘‘China COSCO’’), relating to their cooperation in the fields such as finance, logistics real estate and integration of logistics and consumption chain.

China COSCO is one of the leading companies in the shipping, port logistics and ship repairs and building industries. Such cooperation could help both parties to develop their industrial and finance businesses and to increase their core competencies, by leveraging the strengths of China COSCO in shipping logistics, shipping finance and its existing projects and the strengths of the Company in real estate, urban infrastructure construction, finance and commercial operation. iv. Strategic Cooperation with the People’s Government of Shaanxi Province

On 27 February 2017, Greenland Holdings entered into a strategic cooperation agreement with the People’s government of Shaanxi Province. Shaanxi Province is an investment and development focus of the Group, and pursuant to the agreement, the two parties will collaborate in five main areas including comprehensive real estate development, infrastructure construction, finance, direct sales of imported goods and State-owned enterprises’ mixed-ownership reform. v. Financial Performance in the First Quarter of 2017

Our financial performance generally improved in the first quarter of 2017 as compared to the first quarter of 2016 with increase in our total assets as of 31 March 2017 as compared to 31 December 2016 and increase in our total revenue and net profit in the first quarter of 2017 as compared to the first quarter of 2016.

— 23 — OFFER STRUCTURE

The following is a description of the structure of the offering, which should be read in conjunction with the sections entitled ‘‘Risk Factors’’, ‘‘Terms and Conditions of the Notes’’and ‘‘Description of the Deed of Guarantee.’’

The Notes

The Notes will be issued by the Issuer. Subject to the Terms and Conditions of the Notes, the Notes and the Receipts and the Coupons relating to them will constitute direct, unconditional, unsubordinated and (subject to Condition 4(a) of the Terms and Conditions of the Notes) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and the Receipts and the Coupons relating to them will, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions of the Notes, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

The Deed of Guarantee

No Deed of Guarantee in respect of the Programme has been executed. The Guarantor will enter into a separate Deed of Guarantee with the Trustee on the issuance date of each series of the Notes issued under the Programme. The execution of a Deed of Guarantee will be a condition precedent to each issue of the Notes. Pursuant to the Deed of Guarantee, the Guarantor will unconditionally and irrevocably guarantee the due payment of all sums expressed to be payable by the Issuer under the relevant Notes and the Receipts and Coupons relating to them, if any, and the Trust Deed. The Guarantor will be required to register or cause to be registered with SAFE the Deed of Guarantee in accordance with, and within the time period prescribed by, the Foreign Exchange Administration Rules on Cross-border Security (跨境擔保外匯管理規定) promulgated by SAFE, to the extent it is still in effect, following the issuance of each series of the Notes. The Guarantor intends to complete the registration of the Deed of Guarantee with SAFE as soon as practicable and in any event before the Registration Deadline (being 60 Registration Business Days (as defined in the Terms and Conditions of the Notes) after the issuance date of each series of the Notes under the Programme). The obligations of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions of the Notes, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

— 24 — SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY

The selected consolidated income statement data for the years ended 31 December 2015 and 2016, respectively, except for the U.S. dollar amount, and the selected consolidated balance sheet data as at 31 December 2015 and 2016, respectively, except for the U.S. dollar amount, as set out below, have been derived from the Company’s audited consolidated financial statements as at and for the year ended 31 December 2016, which have been audited by Ruihua Certified Public Accountants, and are included elsewhere in this Offering Circular. The consolidated financial statements as at and for the year ended 31 December 2015, which were included in the Company’s audited consolidated financial statements as at and for the year ended 31 December 2016, have been audited by Ruihua Certified Public Accountants. You should read the selected financial data below in conjunction with the Company’s consolidated financial statements and the related notes included elsewhere in this Offering Circular. Historical results are not necessarily indicative of results that may be achieved in any future period. The Company’s consolidated financial statements have been prepared and presented in accordance with PRC GAAP.

Selected Consolidated Income Statement Data of the Company

For the Year Ended 31 December 2015 2016 RMB RMB U.S.$ (in millions unless otherwise stated)

Total Operating Income 207,533.8 247,400.2 35,633.0 Of which: Operating income 207,256.6 247,160.2 35,598.5 Total Operating Cost 203,488.7 237,254.8 34,171.8 Operating costs 176,673.1 209,806.6 30,218.4 Business taxes and levies 11,069.4 12,317.3 1,774.1 Selling expenses 4,950.7 4,806.8 692.3 Administrative expenses 5,748.7 6,069.0 874.1 Financial expenses 3,168.2 2,784.2 401.0 Impairment losses of assets 1,863.8 1,459.0 210.1 Plus: Fair value gain 1,666.8 (791.8) (114.0) Investment income 4,472.9 5,977.2 860.9 Operating Profit 10,184.7 15,330.7 2,208.1 Plus: Non-operating income 842.7 731.0 105.3 Less: Non-operating expenses 452.1 1,619.4 233.2 Total Profit 10,575.3 14,442.3 2,080.1 Less: Income tax expenses 3,190.5 5,043.0 726.3 Net profit 7,384.8 9,399.3 1,353.8 Other Comprehensive Income (263.5) (1,293.3) (186.3) Total Comprehensive Income 7,121.3 8,106.0 1,167.5 Attributable to parent’s shareholders 6,549.5 5,871.6 845.7

— 25 — Selected Consolidated Balance Sheet Data of the Company

As at 31 December 2015 2016 RMB RMB U.S.$ (in millions unless otherwise stated)

Current assets: Cash and bank balances 43,808.7 62,681.6 9,028.0 Financial assets at fair value through profit and loss 4,114.5 6,871.0 989.6 Notes receivable 1,041.1 1,069.7 154.1 Accounts receivable 13,326.5 25,550.7 3,680.1 Prepayments 22,724.1 33,873.3 4,878.8 Interest receivable 84.1 28.0 4.0 Dividends receivable 1,092.0 240.2 34.6 Other receivables 43,736.1 39,832.1 5,737.0 Inventories 397,061.1 484,532.9 69,787.3 Non-current assets due within one year 6,011.6 3,610.1 520.0 Other current assets 9,337.6 11,999.5 1,728.3 Total Current Assets 542,337.2 670,774.8 96,611.7 Non-current assets: Loans advanced to customers 227.0 271.1 39.0 Financial assets available for sale 5,496.3 6,767.5 974.7 Held-to-maturity investment 427.4 150.1 21.6 Long-term account receivable 493.4 807.9 116.4 Long-term equity investments 7,212.9 8,012.1 1,154.0 Investment properties 17,760.1 22,678.8 3,266.4 Fixed assets 11,854.5 8,900.0 1,281.9 Construction in progress 573.3 479.3 69.0 Materials for construction of fixed assets 0.1 7.9 1.1 Disposable of fixed assets 0.6 11.8 1.7 Intangible assets 2,253.1 1,291.9 186.1 Goodwill 1,850.3 1,060.7 152.8 Long-term prepayments 1,491.2 1,247.9 179.7 Deferred tax assets 3,973.4 6,521.5 939.3 Other non-current assets 4,485.1 4,152.8 598.1 Total Non-current Assets 58,098.9 62,361.3 8,981.9 Total Assets 600,436.1 733,136.1 105,593.6

— 26 — As at 31 December 2015 2016 RMB RMB U.S.$ (in millions unless otherwise stated)

Current liabilities: Short-term borrowings 25,534.8 24,940.3 3,592.2 Borrowing from banks and other financial institutions 252.0 250.0 36.0 Notes payable 4,003.8 2,595.9 373.9 Accounts payable 84,662.2 119,541.5 17,217.6 Receipts in advance 119,357.8 168,804.6 24,312.9 Employee benefits payable 369.8 549.0 79.1 Taxes and surcharges payable 9,662.3 13,217.1 1,903.7 Interest payable 845.3 1,082.6 155.9 Dividends payable 506.9 3,581.6 515.9 Other payables 65,316.3 54,835.2 7,897.9 Non-current liabilities due within one year 40,453.6 70,597.8 10,168.2 Other current liabilities 530.3 453.8 65.4 Total Current Liabilities 355,995.2 460,778.8 66,366.0

Non-current liabilities: Long-term borrowings 141,972.7 153,031.8 22,041.2 Bonds payable 31,914.1 36,458.9 5,251.2 Long-term payable 44.5 404.7 58.3 Long-term employee benefits payable 9.5 46.1 6.6 Accrued provisions 226.5 356.1 51.3 Deferred income 495.7 439.7 63.3 Deferred tax liabilities 1,265.4 841.9 121.3 Other non-current liabilities 1,179.4 1,666.5 240.0 Total Non-current Liabilities 177,107.9 193,245.6 27,833.2 Total Liabilities 533,103.1 654.0 94.2

Owner’s equity (or shareholders’ equity) Paid-in capital (or share capital) 12,949.0 19,649.0 2,830.0 Other equity instruments 2,000.0 2,000.0 288.1 Capital reserve 8,258.0 8,231.8 1,185.6 Other comprehensive income (633.7) (1,971.4) (283.9) Special reserves 0.4 0.3 0.0 Surplus reserves 3,253.7 3,460.5 498.4 Retained profit 22,748.4 26,536.7 3,822.1 Total equity attributable to equity holders of the Company 48,575.8 57,906.9 8,340.3 Minority interests 18,757.2 21,204.8 3,054.1 Total Owners’ Equity 67,333.0 79,111.7 11,394.5 Total Liabilities and Owners’ Equity 600,436.1 733,136.1 105,593.6

— 27 — RISK FACTORS

Prior to making any investment decision, prospective investors should consider carefully all of the information in this Offering Circular, including the risks and uncertainties described below. The business, financial condition or results of operations of the Group could be materially adversely affected by any of these risks. The Issuer and the Company believe that the following factors may affect their ability to fulfil their obligations under the Notes issued under the Programme and the Deed of Guarantee. All of these factors are contingencies which may or may not occur and the Issuer and the Company are not in a position to express a view on the likelihood of any such contingency occurring. Factors which the Issuer and the Company believe may be material for the purpose of assessing the risks associated with the Notes issued under the Programme and the Deed of Guarantee are also described below.

The Issuer and the Company believe that the factors described below represent the principal risks inherent in investing in the Notes issued under the Programme, but the inability of the Issuer or the Company to pay principal, interest (if any) or other amounts or fulfill other obligations under or in connection with any Notes and the Deed of Guarantee may occur for other reasons and the Issuer and the Company do not represent that the statements below regarding the risks of investing in or holding the Notes are exhaustive.

RISKS RELATING TO OUR OVERALL BUSINESSES

We may be adversely affected by fluctuations in the global economy and financial markets.

Recent global market and economic conditions have been unprecedented and challenging with tight credit conditions and recession or stagnation in most major economies continuing into 2016. The equity and financial markets have been very turbulent since the second half of 2015. Concerns over possible inflation or deflation, uncertainty relating to currency exchange rates and interest rates, the availability and cost of credit, the sovereign debt crisis in Europe, volatility in commodity and oil prices, geopolitical issues and unstable financial markets and the global housing and mortgage markets have contributed to increased market volatility, weakened business and consumer confidence and diminished expectations for economic growth around the world.

The outlook for the world economy and financial markets remains uncertain. In Europe, several countries are facing difficulties in refinancing sovereign debt. On 23 June 2016, the United Kingdom held a remain-or-leave referendum on the United Kingdom’s membership within the European Union, the result of which favored the exit of the United Kingdom from the European Union (‘‘Brexit’’). The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last at least two years after the government of the United Kingdom formally initiates a withdrawal process. The process of negotiation will determine the future terms of the United Kingdom’s relationship with the European Union, as well as whether the United Kingdom will be able to continue to benefit from the European Union’s free trade and similar agreements. The timing of the Brexit and potential impact of Brexit on the economic conditions in the United Kingdom, the European Union and global markets is unclear. The referendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union, including with respect to the laws and regulations that will apply as the United Kingdom determines which European Union laws to replace or replicate in the event of a withdrawal. The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawal. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse effect on our business, financial condition and results of operations and reduce the

— 28 — price of our securities. In Asia and other emerging markets, some countries are expecting increasing inflationary pressure as a consequence of liberal monetary policy or excessive foreign fund inflow, or both. In the Middle East, political unrest in various countries has resulted in economic instability and uncertainty. Economic conditions in the PRC are sensitive to global economic conditions and the PRC economy experiencing a slowdown. The equity market in China suffered significant falls in 2015 and has continued to experience volatility. In March 2016, both S&P and Moody’s changed the outlook of PRC sovereign rating to from stable to negative. As the real estate industry is sensitive to macroeconomic trends, real estate prices tend to fluctuate along with the change of macroeconomic conditions.

These and other issues resulting from the global economic slowdown and financial market turmoil have adversely affected, and may continue adversely affecting, the Chinese market and consumption capacity in this market, which may lead to a decline in the general demand for our products and erosion of their sale prices. In addition, any further tightening of liquidity in the global financial markets and in China may negatively affect our liquidity. Therefore, if the global economic slowdown and turmoil in the financial markets crisis continue, our business, financial condition and results of operations may be adversely affected.

We may not be able to successfully manage our growth.

We have been continuously expanding our operations in recent years. For example, as the PRC government unveiled the ‘‘Internet Plus’’ action plan in 2015, Greenland HK Listco has commenced the Internet finance business in May 2015, supported by strategic cooperation with three financial institutions in the PRC, namely Shanghai Lujiazui International Financial Asset Exchange, Zhong An Online P&C Insurance Co. Ltd. and China Orient Asset Management (International) Holding Limited. In late August 2015, a self-developed mobile Internet finance platform app for Greenland Financial Services, the ‘‘Greenland Guangcai’’ (綠地廣財), was launched online. As we continue to grow, we must continue to improve our managerial, technical and operational knowledge and allocation of resources, and to implement an effective management information system. To effectively manage our expanded operations, we need to continue to recruit and train managerial, accounting, internal audit, engineering, technical, sales and other staff to satisfy our development requirements. In order to fund our ongoing operations and our future growth, we need to have sufficient internal sources of liquidity or access to additional financing from external sources. Furthermore, we will be required to manage relationships with a greater number of customers, suppliers, contractors, service providers, lenders and other third parties. We will need to further strengthen our internal control and compliance functions to ensure that we are able to comply with our legal and contractual obligations and to reduce our operational and compliance risks. We cannot assure you that our growth will be successful or we will not experience issues such as capital constraints, construction delays, operational difficulties at new locations, or difficulties in expanding our existing business and operations and in training an increasing number of personnel to manage and operate the expanded business. Our expansion plans may also adversely affect our existing operations and thereby have a material adverse effect on our business, prospects, financial condition and results of operations.

Our corporate structure, which consists of a large number of companies in multiple business lines, exposes us to challenges not found in companies with a single business line, such as conflicts of interest among business segments.

— 29 — Our Group consists of companies operating in multiple industries, including companies listed on the Hong Kong Stock Exchange. Due to the diverse characteristics of these companies, we face challenges not found in companies with a single business line. In particular:

. we are exposed to business, market and regulatory risks relating to different industries. We need to devote substantial resources to monitor changes in different operating environments so that we can react with appropriate strategies that fit the needs of the companies affected;

. due to the number of companies involved, a successful operation of our Group requires an effective management system that emphasizes accountability, imposes financial discipline on portfolio companies, and creates value-focused incentives for management; and

. there may be conflicts of interests among our Group companies as the business interest may vary among our Group companies and they may implement different strategies in order to achieve their business interest.

We face intense competition in the industries where we have businesses, which may adversely affect our business and results of operations.

Our operating environment in each of our business segment is and will continue to be highly competitive. In particular:

. The property industry in the PRC is highly competitive and we face competition as to our property development business from major domestic developers and, to a lesser extent, foreign developers primarily from other countries or regions in Asia. Competition among property developers may increase the costs for land acquisitions and raw materials and administrative costs for hiring or retaining qualified personnel, result in shortages of skilled contractors and oversupply of properties, decrease property prices in certain parts of the PRC, and slowdown the rate at which new property developments will be approved and/or reviewed by the relevant government authorities, any of which may adversely affect our business and financial condition. Also, the PRC government’s recent measures designed to reduce land supply, raise the benchmark interest rates of commercial banks, and place additional limitations on the ability of commercial banks to make loans to property developers, further increased competition for land among property developers. Furthermore, our relative competitive position varies significantly by service type and geographic area.

. In our automobile service business, as automobile manufacturers in China typically grant non-exclusive dealership rights in the same geographic area, our results of operations may be affected not only by competition among automobile manufacturers in terms of quality, delivery time and price, but also by competition from other dealerships or dealership groups in the same region selling the same brands and vehicle models as we do. We expect that the competition we face will increase as the number of dealerships increases. An increased number of competitors in the 4S dealership sector in China could have a negative impact on our market share and result in a decrease in revenue and profit.

Certain of our competitors are well capitalized and have greater financial, marketing and other resources than we have. Some also have greater economies of scale, stronger brand recognition, longer track record and more established relationships with contractors, suppliers and customers in certain markets. Such competitors may be able to respond to changes in market conditions more promptly and effectively than we can. If we are unable to maintain a competitive position, adapt to changing market conditions or otherwise compete successfully with our competitors in our main business segments, our prospects, business, financial condition and results of operations may be materially and adversely affected.

— 30 — A deterioration in our brand image, or any failure to protect our brand and intellectual property rights, could have a negative impact on our business.

Our brand images play an integral role in all of our business operations. Any negative incident or negative publicity concerning us could adversely affect our reputation and business. Brand value is based largely on subjective consumer perceptions and can be damaged even by isolated incidents that degrade consumer trust. Consumer demand for our products and our brand value could diminish significantly if we fail to preserve the quality of our products, or fail to deliver a consistently positive consumer experience, or if we are perceived to act in an unethical or socially irresponsible manner.

In addition, any unauthorised use of our brands, trademarks and other intellectual property rights could harm our competitive advantages and business. Historically, China has not protected intellectual property rights to the same extent as certain other countries, and infringement of intellectual property rights continues to pose a serious risk of doing business in China. Monitoring and preventing unauthorised use is difficult. The measures we take to protect our intellectual property rights may not be adequate. If we are unable to adequately protect our brand, trademarks and other intellectual property rights, we may lose these rights and our business may suffer materially.

False, inaccurate or negative media reports about us or our projects, whether substantiated or not, may cause harm to our reputation, divert our management’s attention and adversely affect our business and results of operations.

The development and future trends in the PRC property industry, including business strategies of major property developers, have been the focuses of numerous media reports. As a leading property developer in China, information about us or our projects appears frequently in various media reports. We have also noticed that there had been some inaccurate media reports about us or our projects. The dissemination of such inaccurate or negative media reports or public allegations about us, whether or not substantiated, may adversely harm our reputation and affect public opinion about us and our projects. In addition, such inaccurate or negative media reports may require us to engage in defensive actions, which may divert our management’s attention and adversely affect our business and results of operations. We cannot assure you that there will not be any other false, inaccurate or negative media reports about us or our projects in the future.

In addition, we cannot make any assurance as to the appropriateness, accuracy, completeness or reliability of any such information or publication. To the extent that any such information appearing in the media is inconsistent or conflicts with the information contained in this Offering Circular, investors should not rely on any such information in making a decision as to whether to purchase the Notes, and should rely only on the information included in this Offering Circular.

We may fail to obtain sufficient capital resources for continued growth and other operational needs.

We require additional capital resources to pursue our business strategy of continuously growing our business and to remain competitive by responding timely to market demand. In particular, the property development business is capital intensive and we expect to continue to incur a high level of capital expenditures for construction and land acquisition in the foreseeable future. Also, we require significant capital to support our financial service business especially microfinance companies, and to invest in or acquire suitable investment projects or acquisition targets. In addition, as part of our investment business we invest in the securities of privately-held and publicly-traded companies as we expand into financial service business, which often requires large amounts of investments. Also, many of such investments are not liquid assets. Our liquidity, financial condition and our ability to finance our other operations and to service our debt obligations may be materially and adversely affected if we cannot quickly liquidate such investments for cash when needed. We expect to meet the funding needs for our operations through cash flows from operations, bank borrowings and other external financing

— 31 — sources. Our ability to obtain additional financing will depend on a number of factors, including China’s economic condition, prevailing conditions in the domestic and international capital markets, regulatory requirements, our financial condition, results of operations and cash flows, and costs of financing including changes in interest rates. If we cannot obtain sufficient funding on acceptable terms or receive necessary approvals from the regulatory authorities, we may not be able to successfully implement our business strategy, and our prospects could be materially adversely affected.

We may raise capital through equity or debt from time to time.

We may from time to time engage in capital raising activities to fund our business operations or repay our existing debt obligations. The success of the our capital raising activities are subject to a number of factors, some of which are beyond its control, including the general economic and financial and capital market conditions, investors’ interest and confidence in us, regulatory requirements and other factors. If we choose to raise capital through debt offerings, the risks that we face as a result of our already substantial indebtedness and leverage could intensify and may adversely affect our ability to perform our obligations under the Deed of Guarantee. In addition, projects funded by such capital raising activities may not be successful or achieve the results as we expect. Any of the above may materially and adversely affect our operations, business, financial condition and results of operations.

We may not be able to refinance our indebtedness as it matures and default under the debts may have a material and adverse effect on our financial condition.

We have incurred significant indebtedness, in particular, to finance our property development activities. At 31 December 2016, our total liabilities was RMB654,024.4 million, of which RMB460,778.8 million was recorded as current liabilities. If we are unable to make scheduled payments in connection with our debt and other fixed payment obligations as they become due, we may need to renegotiate the terms and conditions of such obligations or to obtain additional equity or debt financing. We cannot assure you that our renegotiation efforts would be successful or timely or that we would be able to refinance our obligations on acceptable terms or at all. If financial institutions decline to lend additional funds to us or to refinance our existing loans when they mature and we fail to raise financing through other means, we will need to repay our debt with cash generated from operating activities or some other sources. We cannot assure you that our business will generate sufficient cash flow from operations to repay our borrowings as they mature. Repaying borrowings with cash generated by operating activities will divert our financial resources away from expansion and development of our businesses and implementation of our business strategies. Our Company and certain of our subsidiaries have entered into loan agreements with various banks in the PRC or Hong Kong pursuant to which they have pledged shares, land use rights, buildings and other assets as security. We may lose part or all of this collateral if we cannot repay or refinance such borrowings as they mature, which could materially and adversely affect our business, prospects, financial condition and results of operations.

In addition, we cannot assure you that we will be able to maintain the relevant financial ratios from time to time nor that we will not default. If we are unable to obtain forbearance or waiver arrangements with the relevant lenders and upon occurrence of any default, event of default or cross- default in the future, it could lead to, among other things, an acceleration in our debt financing obligations, which could in turn have a material and adverse effect on our financial condition.

We may not be able to expand our business effectively through acquisitions, investments, joint ventures and new business opportunities.

Our business strategy includes selective acquisitions of new assets or businesses, entering into new strategic alliances and joint ventures and investing in or entering into new business opportunities. Our ability to benefit from such acquisitions, investments, alliances and joint ventures will depend upon a number of factors, some of which are beyond our control. These factors include, but not limited to:

. identify appropriate assets or businesses for acquisitions, investments, joint ventures or alliances;

— 32 — . execute the acquisitions or integrate any business we acquire;

. identify additional new markets;

. work with our joint venture partners or other shareholders;

. train and retain qualified personnel to manage and operate our growing business and any new business opportunities; and

. upgrade and improve our risk management controls and systems on a continuous basis.

The failure to manage any of these factors effectively could materially and adversely affect our business, financial condition or results of operations.

Further, business growth could place a significant strain on our managerial, operational and financial resources. Integrating new assets or businesses into our operational framework and ensuring their proper management may involve unanticipated delays, costs and operational problems, in particular with respect to business lines with which we have not had extensive experience. We may encounter unexpected problems or have disagreements or conflicting interests with our joint venture or alliance partners or the other shareholders of our acquisitions. Further, with respect to some joint ventures or equity investments in which we only hold a minority share, we may lack board representation or veto power. In case of disagreements with our partners, management may be required to divert its attention away from other aspects of our businesses to address such disagreements.

Our success depends on the continuing services of our senior management team and other key personnel.

Our future success depends heavily upon the continuing services of our directors and members of our senior management team. To a large extent, our continued ability to successfully integrate new operations and to identify other market opportunities will depend on the experience and expertise of our senior management. If one or more of our senior management or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. In addition, as competition in the PRC for senior management and key personnel with experience and industry expertise is intense, and the pool of qualified candidates is very limited, we may not be able to retain the services of our senior management or other key personnel, or attract and retain high-quality senior management or other key personnel in the future. If we fail to attract and retain qualified personnel, our business and prospects may be adversely affected. Moreover, along with our growth and expansion, we will need to continue to employ, train and retain employees. If we cannot attract and retain suitable human resources, our business, prospects, financial condition and results of operations will be materially and adversely affected.

We may be involved in legal disputes and other proceedings arising out of our operations from time to time and may incur material losses and liabilities as a result.

We may be involved in disputes with various parties, including joint venture partners, management companies, purchasers, suppliers, contractors, construction workers and trustees from our operation, and these disputes may lead to legal and/or other proceedings. In addition, we are subject to extensive regulation by PRC regulatory authorities, and, from time to time, we may be subject to regulatory and administrative proceedings. These legal, regulatory and other proceedings may result in substantial costs, delays in our development schedule, and the diversion of resources and management’s attention, regardless of the outcome. At 31 December 2016, we have been involved in disputes in the ordinary course of our business which did not have an adverse effect on our business, financial condition or results of operation. However, we cannot assure you that we will not be involved in a larger number of proceedings or that such proceedings will not involve larger amounts in controversy in the future. The outcome of these proceedings may materially and adversely affect our operation, reputation, business, prospects, financial condition and results of operations.

— 33 — In addition, we have established certain companies and made certain investments in China and other countries through joint ventures or cooperation arrangement with our PRC or foreign partners. Our joint venture partners or cooperation partners may have economic or business interests or goals that are inconsistent with ours, take actions contrary to our instructions or requests or contrary to our policies or objectives, be unable or unwilling to fulfill their obligations under the relevant joint venture or cooperation agreements or have financial difficulties. Disagreement with any of our joint venture partners or other cooperation partners with respect to business objective or the scope or performance of their respective obligations under joint venture or cooperation arrangements or the early termination of the joint venture or cooperation arrangement could adversely affect our business operations, financial condition and result of operations.

The Group’s auditors are currently under investigation initiated by relevant PRC authorities.

Ruihua Certified Public Accountants (‘‘Ruihua’’), the Group’s independent auditors, is a registered accounting firm in the PRC supervised by relevant PRC regulatory agencies, including the MOF and the CSRC. Ruihua is also a member of Beijing Institute of Certified Public Accountants and a member of National Association of Financial Market Institutional Investors (‘‘NAFMII’’). Although Ruihua has significant audit experience in the PRC, it has limited international capital markets experience. CSRC has imposed administrative sanctions on Ruihua on five occasions since November 2016, all resulting from Ruihua’s negligence in performing its audit services for PRC companies. Such sanctions include warnings, monetary penalties on Ruihua and/or monetary penalties on specific accounting personnel involved in the relevant audit work at Ruihua. In addition, in connection with the investigations on Ruihua’s negligence, the MOF and CSRC jointly suspended Ruihua’s ‘‘new securities-related business’’ from January 2017 and requested Ruihua to complete internal rectification and submit a report on such rectification by March 2017. MOF and CSRC restored Ruihua’s ability to engage in ‘‘new securities- related business’’ after conducting on-site examination on Ruihua and receiving its report on completion of internal rectification to their satisfaction in April 2017. Ruihua is also currently under two investigations by CSRC. The first investigation was initiated by CSRC in May 2016 in relation to an annual audit by an A-share listed company, of which Ruihua was the auditor. The second investigation was initiated by CSRC in November 2015 in relation to annual audit services provided by Ruihua for an A-share listed company. While these two investigations are ongoing, CSRC may impose sanctions on Ruihua, its management, officers or employees, or refuse to accept applications which include reports audited or opinions issued by Ruihua. CSRC may also, jointly with MOF, declare any rectification measures implemented by Ruihua to be ineffective or suspend or revoke Ruihua’s relevant licences, pursuant to which no securities and futures business services may be provided. CSRC may also re- examine the financial statements audited by Ruihua and declare such financial statements to be untrue or unreliable. There is no certainty as to how long the CSRC investigations may last, what the final result of the CSRC investigations may be, or what sanctions, if any, may be imposed on Ruihua. According to Ruihua, the on-going CSRC Investigations are not related to the Ruihua team serving as the Group’s auditors.

In connection with an investigation against a bond offering by an A-share listed company on the PRC Inter-bank Bond Market, NAFMII requested Ruihua, who is the auditor of the parent company of such A-share listed company, to provide audit working papers of the parent company. Ruihua did not promptly provide such working papers due to its client-auditor confidentiality obligations. As a result, NAFMII issued a public warning notice against Ruihua in June 2016 for not promptly providing certain audit working papers as requested by NAFMII. In the aforementioned warning notice and a clarification letter subsequently issued by NAFMII, NAFMII stated that it is entitled to reject audit or review reports issued by Ruihua from 17 June 2016 to 16 June 2017 in relation to any bond issuance in the PRC by any new client to whom Ruihua did not provide audit or review services and which had not issued any Securities in the PRC as at the date of warning notice. Ruihua has subsequently obtained waivers from its client with respect to its client-auditor confidentiality obligations and announced in August 2016 that

— 34 — it will cooperate with the NAFMII investigation. Although NAFMII does not have general supervising authority on PRC accounting firms, any further sanctions by NAFMII may affect Ruihua’s ability to provide services in the PRC Inter-bank Bond Market. Such further sanctions may restrict Ruihua from providing audit services or other services in connection with our financing transactions. According to Ruihua, the NAFMII notice is not related to the Ruihua team serving as our auditor. The public warning notice issued by NAFMII does not (i) disqualify the Ruihua team from participating in the Offerings as our auditor, (ii) have any impact on Ruihua’s unqualified audit opinions for our financial statements as at and for the years ended 31 December 2015 and 2016, (iii) have any impact on Ruihua in continuing to provide audit services to us, or (iv) have any impact on Ruihua’s ability to provide services to us in relation to any future bond issuance by us in the PRC as an existing client of Ruihua who had issued Securities in the PRC prior to the warning notice.

We cannot assure you that these investigations would not subject Ruihua or any of its management, officers or employees to further sanctions imposed by other PRC authorities or further suspension of business operations by MOF and/or CSRC. Such further sanctions, revocations and suspensions may restrict Ruihua from providing audit services or other services in connection with our financing transactions. In that case, we may have to discontinue our engagement with Ruihua. Prospective investors should consider these factors prior to making any investment decision.

RISKS RELATING TO OUR PROPERTY BUSINESSES

Our operations are subject to extensive government policies and regulations, in particular, we are susceptible to changes in policies related to the PRC property industry and local regions in which we operate.

Our business is subject to extensive governmental regulations and, in particular, we are susceptible to policy changes in the PRC property sector. In particular, the PRC government exerts considerable direct and indirect influence on the development of the PRC property sector by imposing industry policies and other economic measures, such as control over the supply of land for property development, maximum bank loan allowed for property developers, maximum number of flats a person could buy and maximum number of mortgage a purchaser could apply, control of foreign exchange, property financing, taxation and foreign investment. The PRC government may restrict or reduce land available for property development, raise the benchmark interest rates of commercial banks, place additional limitations on the ability of commercial banks to make loans to property developers and property purchasers, impose additional taxes and levies on property sales and restrict foreign investment in the PRC property sector.

Since 2010, the PRC government had implemented a series of regulations and policies to slow down the property market and inflation of property prices, as well as to dampen property speculation. These national or local policies may therefore limit our ability to obtain financing, acquire land for future developments, sell our properties at a profit, generate sufficient operating cash flows from contracted sales, impose additional requirements for pre-sales or restrict funds raised by pre-sale properties used only for the purpose of the respective project. Further policies implemented by the PRC government on bank loans and trust financing arrangements for property development projects since January 2010 have had, and may continue to have, a dampening effect on the property markets in which we operate. In addition, on 30 March 2015 the MOF and the SAT jointly promulgated the Circular on Issues concerning Adjustment on the Business Tax Policies of Residential Property Transaction (財政部、國家稅務總局關於調整個人住房轉讓營業稅政策的通知), which provides that for each resale transactions of a residential property that has been held by the owner for a period of less than two years from the date of purchase, the business tax for property resale transactions is levied on full sales price.

We cannot assure you that the PRC or local government will not adopt additional and more stringent industry policies, regulations and measures in the future, including those policies which restrict our access to financing. For example, as a pilot reform, Shanghai and Chongqing started to charge

— 35 — property taxes in early 2011. It is reported that the PRC government is considering the legislation of property taxes so as to implement it nationwide. In late February 2013, the PRC government issued the ‘‘New Five Policies’’ (新國五條) for administration of the housing market and detailed implementation rules, which requires more stringent implementation of the housing price control measures. Following the request of the central government, Beijing, Shanghai and other major cities in China have announced detailed regulations to implement the New Five Policies in late March 2013, to further cool down the local real estate markets. It is impossible to ascertain the extent of the impact of these measures or to accurately estimate our sales volume and turnover had the measures been introduced. If we fail to adapt our operations to new policies, regulations or measures that may come into effect from time to time with respect to the property industry, or if our marketing and pricing strategies are ineffective in promoting our contracted sales, such policy changes may dampen our contracted sales and cause us to lower our average selling prices and/or incur additional costs, in which case our operating cash flows, gross profit margin, business prospects, results of operations and financial condition may be materially adversely affected. See ‘‘— Risks Relating to Conducting Business in China’’ and ‘‘PRC Regulations’’ for more information relating to the PRC regulations.

The PRC property market has been cyclical and our property development activities are susceptible to significant fluctuations.

Historically, the PRC property market has been cyclical. The rapid expansion of the property market in certain major cities in the PRC, including Guangzhou, Beijing and Shanghai, in the early 1990s culminated in an oversupply in the mid-1990s and a corresponding fall in property values and rentals in the second half of the decade and in particular, during the 2008 economic downturn. Since the late 1990s, private residential property prices and the number of residential property development projects have increased in major cities as a result of an increase in demand driven by domestic economic growth. In particular, prices of residential properties in certain major PRC cities such as Shanghai have experienced rapid and significant growth. There is, however, no assurance that the problems of oversupply and falling property prices that occurred in the mid-1990s and during the 2008 economic downturn will not recur in the PRC property market, and the recurrence of such problems could adversely affect our business and financial condition.

The cyclical property market in the PRC affects the optimal timing for both the acquisition of sites and the sale of completed development properties. This cyclicality, combined with the lead time required for the completion of projects and the sale of properties, means that our results of operations relating to property development activities may be susceptible to significant fluctuations from year to year.

To the extent that supply in the overall property market significantly exceeds demand, we may be subject to significant downturns and disruptions in the market for a sustained period. Alternatively, if a serious downturn in regional or global market conditions should occur, this may seriously affect and disrupt the property market in the PRC. If any of these events were to occur, our financial condition and results of operations would be materially and adversely affected.

We are heavily dependent on the performance of the property market in the PRC, particularly in certain major first- and second-tier cities, such as Shanghai, Beijing, Xi’an, and Chengdu.

Our business and prospects depend on the performance of the PRC property market. Any housing market downturn in China generally or in the regions where we have property developments could adversely affect our business, financial condition and results of operations. At 31 December 2016, we had approximately 3,913 property projects in various stages of development across more than 80 cities in the PRC, of which the majority is located in first- and second-tier cities. Our business continues to be heavily dependent on the property market in these cities where we operate our business. These property markets may be affected by local, regional, national and global factors, including economic and financial conditions, speculative activities in local markets, demand for and supply of properties, availability of

— 36 — alternative investment choices for property buyers, inflation, government policies, interest rates and availability of capital. These could lead to a material adverse impact on our cash flows, financial condition and results of operations.

Demand for private residential properties in the PRC has experienced rapid growth in the last decade, but such growth is often coupled with volatility in market conditions and fluctuations in property prices. We cannot assure you that property development and investment activities will continue at past levels or that we will be able to benefit from future growth in the property market in the cities where we have property projects. Any adverse developments in national and local economic conditions as measured by such factors as GDP growth, employment levels, job growth, consumer confidence, interest rates and population growth in the PRC, particularly in the regions where our projects are located, may reduce demand and depress prices for our products and services and would have a material adverse effect on our business, financial condition and results of operations. Demand for and prices of properties in the PRC are also directly affected by the macroeconomic control measures adopted by the PRC government from time to time. Any further adverse development in the property market in the PRC could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to complete our development projects on time, or at all, which may have negative impact on our cash flows and results of operations.

At present, we derive our property development revenue primarily from the sale of properties that we have developed and derive a relatively small portion from income on investment properties including rental income and property management fees.

Property development projects require substantial capital expenditures prior to and during the construction period for, among other things, land acquisition and construction. The construction of property projects may take one year or longer before they generate positive net cash flow through pre- sales, sales, leasing or rentals. As a result, our cash flows and results of operations may be significantly affected by our project development schedules and any changes to those schedules. The schedule and costs for a development project may be materially and adversely affected by many factors, including but not limited to:

. delays in obtaining necessary licences, permits or approvals from government agencies and authorities;

. changes in market conditions;

. delays in or increased costs of relocation of existing residents or demolition of existing structures;

. unforeseen engineering, design, health, environmental, structural or geographic problems;

. shortages or increased costs of materials, equipment, contractors and skilled labour;

. labour disputes;

. adverse influence caused by other construction projects not undertaken by us;

. construction accidents;

. natural catastrophes;

. adverse weather conditions;

— 37 — . discovery of historic and cultural relics in the construction site; and

. changes in government policies or in applicable laws or regulations.

Construction delays or failure to complete the construction of a project according to its planned specifications, schedule and budget may harm our reputation as a property developer, lead to loss of or delay in recognising revenues and lower returns. If a property project is not completed on time, the purchasers of pre-sold units of a project may be entitled to compensation for late delivery. If the delay extends beyond a certain period, the purchasers may be entitled to terminate their pre-sale agreements and claim damages. We may experience significant delays in completion or delivery of our projects in the future and we will be subject to liabilities for any such delays.

We may be subject to fines or may forfeit land to the PRC government if we fail to develop properties in accordance with the terms and timeframe set out in the land grant contracts.

Under the PRC laws, if we fail to develop a property project according to the terms of the land grant contract, including those relating to the payment of land grant premium, demolition and resettlement costs and other fees, the designated use of the land and the time for commencement and completion of the property development, the PRC government may issue a warning, impose a penalty, and/or order us to forfeit the land. Specifically, under the current PRC laws, if we fail to commence development for more than one year but less than two years from the commencement date stipulated in the land grant contract, the relevant PRC land bureau may issue a warning to us and impose an idle land fee on the land of 20% of the land grant premium. The relevant PRC land bureau may confiscate our land use rights without compensation if we fail to commence development within two years from the construction commencement date set forth in the land grant contract, unless the delay in the development is caused by government actions or force majeure. Moreover, if a property developer commences development of the land in accordance with the timeframe stipulated in the land grant contract and the developed GFA on the land is less than one-third of the total proposed GFA of the project or the total invested capital is less than one-fourth of the total investment of the project and the development of the land is suspended for more than one year without government approval, the land may be treated as idle land and subject to the risk of forfeiture.

In September 2007, the MLR issued a new notice to further enhance control of the land supply, by requiring developers to develop land according to the terms of the land grant contracts and restricting or prohibiting any non- compliant property developers from participating in future land auctions. In January2008, the State Council issued a Notice on Promoting the Land Saving and Efficient Use (關於促進節約集約用地的通知) to escalate the enforcement of current rules on idle land management.

Furthermore, the MLR issued a Notice on Restricting the Administration of Construction Land and Promoting the Use of Approved Land (關於嚴格建設用地管理促進批而未用土地利用的通知)in August 2009, which reiterated then applicable rules on idle land management. In September 2010, the MLR and the MOHURD jointly issued the Notice On Further Strengthening the Administration and Control of Real Estate Land and Construction (關於進一步加強房地產用地和建設管理調控的通知), which provides that a property developer and its controlling shareholders will be prohibited from participating in land bidding before certain illegal behaviors in which it engages, such as land idle for more than one year on its own reasons, have been completely rectified. On 1 June 2012, the MLR promulgated the revised Measures on the Disposal of Idle Land (閒置土地處置辦法), which became effectiveon1July2012.

These further measures limit any application for new land use rights by land developers who intentionally hoard land in breach of the land grant contracts before the completion of the required rectification procedures or any title transfer transaction, lease transaction, mortgage transaction or land modification registration in respect of idle land. On 26 February 2013, the General Office of the State

— 38 — Council issued the Notice on the Continuous Effective Regulation of the Real Estate Market (國務院辦公廳關於繼續做好房地產市場調控工作的通知), which provides that land developers that hold idle land shall be prohibited from participating in land bidding, acquiring loans from commercial banks, obtaining relevant approvals from the CSRC for public listings, refinancing and major assets restructuring and relevant approvals from the CBRC for trust financing. We cannot assure you that circumstances leading to imposition of penalty, liquidated damages or forfeiture of our land will not arise in the future. If we are deemed as holding land idle for more than one year without cause or are required to forfeit land, we may lose the opportunity to develop the relevant land, our investments in the land, including land premiums paid and development costs incurred, and our ability to bid for other land in the future, any of which could materially and adversely affect our business, prospects, financial condition and results of operations.

We may not be able to acquire land reserves in desirable locations that are suitable for development at commercially acceptable prices in the future.

The growth and success of our business depend on our ability to continue identifying and acquiring land reserves located in desirable locations at commercially reasonable prices that are suitable for residential projects and mixed-use complex projects. We need to build up our land reserve in order to grow our business and we may incur significant costs in identifying, evaluating and acquiring suitable new sites for future development. However, our ability to acquire land may depend on a variety of factors that we cannot control, such as overall economic conditions, our effectiveness in identifying and acquiring land parcels suitable for development and competition for such land parcels.

During the three years ended 31 December 2016, our land reserves were primarily acquired through acquisition, bid invitation, auction and listing. The availability and price of land sold at auctions depend on factors beyond our control, including government land policies and competition. The PRC government and relevant local authorities control the supply and price of new land parcels and approve the planning and use of such land parcels. The PRC government’s policy to grant state-owned land use rights through a bidding system has caused an increase in the acquisition cost of land reserves in the PRC, including land acquired through secondary market. If we fail to acquire sufficient land reserves in a timely manner and at acceptable prices, or at all, our business prospects, financial condition and results of operations may be materially and adversely affected.

The PRC government has adopted a number of initiatives to control the growth of China’s residential property sector and to promote the development of affordable housing. For example:

. one of these initiatives requires the local governments to ensure that residential units with a GFA of less than 90 sq.m. (including affordable housing) account for over 70% of the total area of residential units that are newly approved and constructed after 1 June 2006;

. in a notice made on 30 September 2007 and amended on 3 December 2010, the MLR stated that land supply priority shall be given to ordinary commodity houses at middle to low prices and of medium to small sizes, affordable housing and low-rent housing, and local authorities shall ensure that at least 70% of annual land supply for residential units approved consists of the preceding categories of housing units;

. pursuant to the Catalogue of Restricted Use of Land (2012 Version) (限制用地項目目錄(2012年本)) issued by the MLR and the NDRC on 23 May 2012, the area of a parcel of land granted for commodity housing development shall not exceed seven hectares in small cities and towns, 14 hectares in medium-sized cities or 20 hectares in large cities;

— 39 — . pursuant to the Notice on Further Strengthening the Administration and Control of Real Estate Land and Construction (國土資源部住房和城鄉建設部關於進一步加強房地產用地和建設管理調控的通知) jointly issued by the MLR and the MOHURD in September 2010, the development and construction of large low-density residential properties should be strictly restricted, and the plot ratio for residential land is required to be more than 1.0; and

. one of these initiatives requires local government to further reassess the timing of reissuing land use rights certificates; no land use rights certificate will be issued if the property developers haven’t paid off land premiums according to the contract, and there should be no segmentation in the issue of land use rights certificate according to the amount of land premiums paid.

In addition, the PRC central and local governments have implemented various measures to regulate the means by which property developers obtain land use rights for property development. The local government may introduce additional policies to control the property market, including the imposition of various conditions for the property developers to participate in land bidding, and setting a cap on the selling price of new projects to be launched. The PRC government also controls land supply through zoning, land usage regulations and other means.

All of these measures further intensify the competition for land in China among property developers. These policy initiatives and other measures adopted by the PRC government from time to time may limit our ability to acquire suitable land for our development or increase land acquisition costs significantly, which may have a material adverse effect on our business, financial condition and results of operations.

We may not be able to develop properties successfully across different regions in China or overseas.

We are a nationwide property developer. At 31 December 2016, our operating region has extended to over 80 cities in China. We acquired approximately 60% equity in Greenland HK Listco in August 2013 which we plan to develop as our primary overseas listed vehicle in the real estate development and investment business. In addition, as part of our oversea expansion strategy, over the years we have acquired a number of property development projects outside China, including Germany, Australia, Japan, the U.S., the United Kingdom, Australia, Thailand and Malaysia.

We may continue to expand into new geographic areas both in China and overseas if a suitable opportunity or condition arises. Due to the inherent local nature of property development, the local climate, geological conditions, living habits, preferences for purchase, market conditions, regional development policies, regulations and laws, each local area differs from others. Therefore, when developing properties across different regions, we may encounter different challenges. Experiences gained from the existing regions that we operate may not be applicable to other new regions. Our existing business model may not meet the expectations of local business and regulatory environment. We may not be able to find a reliable local supplier or contractor. As a new player in such markets, we may need to recruit additional staff with local knowledge, for which we may incur additional costs and face difficulties in management and operation. In addition, expanding our operation in new geographical areas would subject us to competitions from developers with stronger local popularity, more familiarity with the local regulations, business models, practices and better relationship with local suppliers, contractors and buyers. If we cannot develop properties successfully in the new geographical areas, it might have an adverse effect on our business, financial condition, results of operations and prospects.

— 40 — Our business may be adversely affected by increases in interest rates, reserve requirement ratio and other tightening measures implemented by the PBOC.

We rely on borrowings to finance a substantial part of our project developments. A substantial part of our borrowings consist of loans from commercial banks in China. In addition, many of our customers finance their purchases of our properties through mortgage loans. Our ability to obtain bank financing and our customers’ ability to obtain mortgage loans, as well as the associated finance costs, are affected by benchmark lending rates and bank reserve requirement ratios set by PBOC. The PBOC adjusts the benchmark lending rates from time to time according to the monetary policies of the PRC government. The PBOC promulgated in July 2013 the Notice of the People’s Bank of China on Further Promoting the Market-Oriented Interest Rate Reform (中國人民銀行關於進一步推進利率市場化改革的通知), which provides that the lower limit of 0.7 times the benchmark lending rate for financial institutions shall be removed and the financial institutions shall independently determine their lending rates in accordance with commercial principles. In addition, pursuant to the Notice of the People’s Bank of China on Lowering the Benchmark Loan and Deposit Rate for Financial Institutions and Further Promoting the Market-Oriented Interest Rate Reform (中國人民銀行關於下調金融機構人民幣貸款及存款基準利率並進一步推進利率市場化改革的通知) promulgated by the PBOC on 21 November 2014, the PBOC lowered (1) the benchmark one-year loan interest rate from 6.0 percent to 5.6 percent, (2) the benchmark one-year deposit rate from 3.00 percent to 2.75 percent, (3) the interest rate of personal housing provident fund loan and deposit of 5 years or less from 4% to 3.75% and (4) the interest rate of personal housing provident fund loan and deposit of over 5 years from 4.5% to 4.25%. On 28 June 2015, the PBOC further lowered (1) the benchmark one-year loan interest rate from 5.10 percent to 4.85 percent, (2) the benchmark one-year deposit rate from 2.25 percent to 2.00 percent, (3) the interest rate of personal housing provident fund loan and deposit of 5 years or less from 3.25% to 3.00% and (4) the interest rate of personal housing provident fund loan and deposit of over 5 years from 3.75% to 3.50%. On 17 February 2016, the PBOC, MOHURD and MOF further released the Notice in Regard to Bettering Housing Provident Fund Personal Account Deposit Interest Rate Formation Mechanism (關於完善職工住房公積金賬戶存款利率形成機制的通知), which provides that the deposit rate of personal housing provident fund has been adjusted to the benchmark one-year deposit rate from 21 February 2016. However, the floating range of interest rates for individual housing loans shall not be adjusted, the original range shall remain unchanged, and the differentiated housing credit policy shall continue to be strictly implemented. The PBOC may raise benchmark lending rates and bank reserve requirement ratios in the future, which may increase the lending rate of the financial institutions. Increases in interest rates increase our finance costs and increase mortgage rates, which could adversely affect our business, financial condition and results of operations. Moreover, interest rate volatility can make it difficult for us to make plans and implement our strategies and can deter potential home buyers. For example, the financial market in China has also changed recently, as evidenced by the overall tightening in the domestic liquidity and bank loans, prolonged approval and drawdown period for mortgage loans and stricter review process for project loans. The reserve requirement refers to the amount of funds that banks must hold in reserve with the PBOC against deposits made by their customers. Increases of the bank reserve requirement ratio may negatively impact the amount of funds available for lending to businesses, including us, by commercial banks in China.

We have entered into letters of intent and framework agreements with local governments in the PRC, and the land development plans contemplated under such letters of intent and framework agreements may not be implemented.

We have entered into letters of intent and framework agreements with local governments in the PRC in respect of the development of parcels of land. Pursuant to such letters of intent and framework agreements, we and the relevant local governments agreed to cooperate in the development of the relevant parcels of land whereby the local governments will attend to the preparatory work for the tender, auction or listing for sale of the lands, and we will participate in such tender, auction or listing

— 41 — for sale process and, if we succeed in our bid and acquire the land, develop the land. In spite of such letters of intent and framework agreements, we expect to go through the public tender, auction or listing-for-bidding process, and if we succeed in our bid, enter into a land grant contract and pay the relevant land premium as required by the relevant laws and regulations in order to obtain the title to the land. We cannot assure you that there will not be changes to the manner of implementation of the letters of intent and framework agreements we have entered into. We cannot assure you that we will succeed in the relevant tenders, auctions or listings for sale or in securing the land grant contracts and obtaining the titles in respect of such lands and that the development plans contemplated under such letters of intent and framework agreements will be implemented.

We face uncertainties when obtaining land sites through the acquisition of project companies.

In addition to increasing our land bank through public tender, auction and listing-for-sale, we have obtained land sites for some of our projects through acquisition of project companies that held the land use rights. We expect to continue to obtain land sites through corporate acquisitions in the future. We cannot assure you that we have discovered, or will be able to discover prior to such acquisitions, all existing or potential liabilities of or risks associated with the target project companies. In addition, the government may change the permitted use of the land sites to which such project companies own the land use rights after our acquisitions, rendering the land sites unsuitable for property development purposes. If any of the undiscovered existing or potential liabilities of the acquired project companies are found to be material, or if we are unable to develop properties as intended, our business, prospects, financial condition and results of operations may be materially and adversely affected.

Our business may be adversely affected if we fail to obtain, or experience material delays in obtaining, necessary government approvals in carrying out our property development and management operations.

The property industry in the PRC is heavily regulated. Property developers must abide by various laws and regulations, including rules stipulated by national and local governments to enforce these laws and regulations. To engage in property development and management operations, we must apply to relevant government authorities to obtain (and renew for those relating to on-going operations) various licences, permits, certificates and approvals, including but not limited to, land use rights certificates, qualification certificates for property developer, construction work commencement permits, construction project planning permits, construction land planning permits and pre-sale permits. Some of our operating project companies are in the process of applying for the issue or renewal of their property developer qualification certificates, construction work commencement permits, construction project planning permits, business licences and production safety permits. Before the PRC government authorities issue or renew any certificate or permit, we must meet specific requirements and conditions.

We cannot guarantee that we will be able to adapt to new rules and regulations that may come into effect from time to time with respect to the property industry or that we will not encounter other material delays or difficulties in fulfilling the necessary conditions to obtain and/or renew all necessary certificates or permits for our operations in a timely manner, or at all, in the future. Therefore, in the event that we fail to obtain or renew, or encounter significant delays in obtaining or renewing, the necessary government approvals for any of our major property projects, we may not be able to continue with our development plans and be subject to administrative penalties, and our business, financial condition and results of operations may be adversely affected.

— 42 — Our customers may not be able to obtain mortgages on favorable terms, or at all, which could reduce our sales.

Many of our purchasers rely on mortgages to fund their purchases. An increase in interest rates may significantly increase the cost of mortgage financing, thus reducing the attractiveness of mortgages as a source of financing for property purchases and adversely affecting the affordability of residential properties. In addition, the PRC government and commercial banks may also increase down payment requirements, impose other conditions or otherwise change the regulatory framework in a manner that would make mortgage financing unattractive or unavailable to potential property purchasers.

From time to time, the PRC government issues laws, regulations or government policies regarding mortgage financing to regulate the PRC property market. In January 2010, the State Council issued the Circular on Promoting the Stable and Sound Development of the Real Estate Market (國務院辦公廳關於促進房地產市場平穩健康發展的通知), which, among other things, provides that homeowners with outstanding mortgage loans who intend to buy additional housing properties for themselves, their spouses or dependent children are required to pay a down payment of no less than 40% of the purchase price and the applicable interest rate shall be set strictly based upon the associated risk level. In April 2010, the State Council issued a notice to raise the minimum down payment for second home purchases to 50% and set a minimum 30% down payment on first homes with a GFA of more than 90 sq.m. Further, pursuant to such notice, interest rate for mortgage loans of second homes cannot be lower than 110% of the PBOC benchmark lending rate. In May 2010, the MOHURD, the PBOC and the CBRC jointly issued a circular to clarify that the number of residential properties owned by an individual property purchaser who is applying for mortgage loans shall be determined by taking into account all residential properties owned by the family members of such purchaser (including the purchaser and such purchaser’s spouse and children under the age of 18), and that property purchasers of second or subsequent residential properties shall be subject to different credit terms when applying for mortgage loans. According to the Notice on Relevant Issues Regarding the Improvement of Differential Mortgage Loan Policies (中國人民銀行、中國銀行業監督管理委員會關於完善差別化住房信貸政策有關問題的通知) jointly issued by the PBOC and the CBRC on 29 September 2010, the minimum down payment has been raised to 30% for all first home purchases, and commercial banks are required to suspend mortgage loans for purchases of a customer’s third or subsequent residential properties. In January 2011, the State Council issued a circular to further raise the minimum down payment for second home purchases to 60%. On 30 March 2015, the PBOC, the MOHURD and the CBRC jointly issued the Circular on Issues concerning the Residential Housing Mortgage Loan Policies (中國人民銀行、住房城鄉建設部、中國銀行業監督管理委員會關於個人住房貸款政策有關問題的通知) to relax mortgage rules for second home purchasers to address demand for improved housing and lift the sagging housing market, which provides that the minimum down payment for second home purchasers in general have been lowered to 40%, the minimum down payment for second home purchasers using public housing funds has been cut to 30% if all loans are settled on their first home and for first home purchasers using public housing funds, the minimum down payment has been reduced to 20% of the home’svalue.On27 August 2015, the PBOC, MOHURD and CBRC jointly issued the Notice on the Adjustment on the Down Payment Ratio of the Residential Housing Mortgage Loan (住房和城鄉建設部、財政部、中國人民銀行關於調整住房公積金個人住房貸款購房最低首付款比例的通知), which has become effective from 1 September 2015. It is the second time that the authorities have lowered the down payment level in 2015. According to the Notice, the minimum down payment for the second home purchasers using public housing funds has been further reduced from 30% to 20% if all loans are settled on their first home. Moreover, the Notice allows Beijing, Shanghai, Guangzhou, and Shenzhen to decide the minimum down payment ratio for the second home purchasers using public housing funds based on both the national policy and their local practices on their discretion. Moreover, according to the Notice on Relevant Issues Regarding the Further Improvement of Differential Mortgage Loan Policies (中國人民銀行、中國銀行業監督管理委員會關於進一步完善差別化住房信貸政策有關問題的通知) jointly issued by the PBOC and the CBRC on 24 September 2015, the minimum down payment has been cut to 25%

— 43 — for first home purchases in cities without purchasing restriction. On 1 February 2016, the PBOC and the CBRC jointly issued the Notice on Issues concerning Adjusting the Individual Housing Loan Policies (中國人民銀行、中國銀行業監督管理委員會關於調整個人住房貸款政策有關問題的通知), which provides that: (i) in cities where ‘‘housing purchase restriction’’ measures are not implemented, the minimum down payment ratio for commercial individual housing loans granted to households of residents for purchasing ordinary housing units for the first time shall generally be 25%, and may be lowered by 5% by local governments; and where a household which owns one housing unit but has not paid off the relevant housing loan applies again for a commercial individual housing loan to purchase an ordinary housing unit to improve living conditions, the minimum down payment ratio shall not be less than 30%; and (ii) in cities where ‘‘housing purchase restriction’’ measures are implemented, the individual housing loan policies shall remain unchanged. In addition, pursuant to the Guidelines for the Risk Management of Real Estate Loans of Commercial Banks (商業銀行房地產貸款風險管理指引) issued by the CBRC on 30 August 2004, mortgagee banks may not lend to any individual borrower if the monthly repayment of the anticipated mortgage loan would exceed 50% of the individual borrower’s monthly income or if the total debt service of the individual borrower would exceed 55% of such individual’s monthly income. In the event that mortgages become more difficult to obtain or that the cost of such financing increases, many of our prospective customers who rely on mortgages may not be able to purchase our properties. In line with industry practice, we provide guarantees to banks for mortgage loans they offer to purchasers of our properties. If there are changes in laws, regulations, policies or practices that would prohibit property developers from providing such guarantees and these banks do not accept alternative guarantees from third parties, if available, it may become more difficult for property purchasers to obtain mortgages from banks in connection with pre-sales. Such difficulties may inhibit pre-sales, which could materially and adversely affect our business, prospects, financial condition and results of operations.

We may be subject to legal and business risks if we fail to obtain, renew or maintain qualification certificates.

Property developers must obtain a qualification certificate in order to carry out property development in the PRC. According to the Provisions on Administration of Qualification of Real Estate Developers (房地產閞發企業資質管理規定) issued by the MOHURD on 29 March 2000 and amended on 4 May 2015, newly established property developers must first apply for a provisional qualification certificate, which is valid for one year and can be renewed for a maximum of two additional years. A property developer is required to obtain a formal qualification certificate with an approved class before its provisional qualification certificate expires. Formal qualification certificates are subject to annual qualification inspections. Government regulations require developers to fulfill all statutory requirements before obtaining or renewing their qualification certificates. Some of our operating project companies are in the process of applying for the renewal of their property developer qualification certificates. If any of our project companies is unable to obtain or renew the relevant qualification certificates, it may not be able to engage in the relevant property development project. Otherwise it will generally be given a grace period to rectify any noncompliance and may be subject to a penalty of between RMB50,000 and RMB100,000. Failure to ratify the noncompliance within the grace period could result in the revocation of the qualification certificate and the business licence of the relevant project company.

We cannot assure you that the qualification certificates of all of our existing project companies will continue to be maintained or extended or that formal qualification certificates for new project companies and our other non-property development related subsidiaries will be obtained in a timely manner, or at all. If our project companies or our other non-property development related subsidiaries are unable to obtain or maintain their qualification certificates, as applicable, they will not be permitted to engage in or continue their businesses, which could have a material adverse effect on our business and financial condition.

— 44 — Our land tax provisions and prepayments may not be sufficient to meet our land tax obligations.

In accordance with the provisions of the Provisional Regulations of the PRC on Land Appreciation Tax (中華人民共和國土地增值稅暫行條例) enacted on 13 December 1993 and amended on 8 January 2011 and the related implementation rules regarding land appreciation tax (‘‘LAT’’), all entities and individuals that receive income from the sale or transfer of land use rights, buildings and ancillary facilities are subject to LAT at progressive rates ranging from 30% to 60% of the appreciation in the value of such properties. The PRC government issues rules and regulations with respect to LAT, including rules and regulations relating to assessable rates, the deductibility of certain expenses and the collection and settlement of LAT. There is an exemption for the sale of ordinary residential properties developed by the taxpayer itself if the appreciation in the value does not exceed 20% of the total deductible expense items allowed under the relevant LAT regulations. This exemption is not available for sales of luxury residential properties, villas and high-end commercial properties.

On 25 April 2016, the MOF and SAT jointly promulgated the Notice on Issues Relating to Tax Computation Bases for Deed Tax, Real Estate Tax, Land Appreciation Tax and Individual Income Tax following Implementation of the Pilot Scheme of Levying VAT in place of Business Tax (關於營改增後契稅、房產稅、土地增值稅、個人所得稅計稅依據問題的通知), effective on 1 May 2016, which provides that (1) income derived by taxpayer of LAT for transfer of real estate shall be income excluding VAT; (2) VAT input tax pertaining to deductible items of LAT stipulated in the Provisional Regulations of the PRC on Land Appreciation Tax (中華人民共和國土地增值稅暫行條例), which is allowed to be deducted from the output tax, shall be excluded from the deductible items; and (3) where such VAT input tax is not allowed to be deducted from the output tax, it may be included in the deductible items.

We make LAT prepayments and provisions in respect of our property development activities. There is no assurance that the relevant tax authorities will agree with our calculation of LAT liabilities nor is there any guarantee that the LAT provisions will be sufficient to cover our LAT obligations in respect of our past LAT liabilities. If the relevant tax authorities, in particular, the local tax bureau in cities and regions where we operate businesses, determine that our LAT liabilities exceed our LAT prepayments and provisions and seek to collect that excess amount immediately, our business, financial condition or results of operations could, as a consequence, be materially and adversely affected.

Furthermore, relevant notices issued by the PRC government relating to the settlement of LAT allow provincial tax authorities to formulate their own implementation rules according to the local situation. If the implementation rules promulgated in the cities in which our projects are located require us to settle all unpaid LAT at the same time, or impose other conditions, our business, financial conditions and results of operations may be materially and adversely affected.

We may be adversely affected by the replacement of business tax with VAT.

Pursuant to the Interim Regulations on Business Tax of the People’s Republic of China (中華人民共和國營業稅暫行條例) enacted by the State Council on 10 November 2008 and effective on 1 January 2009 and its Detailed Implementation Rules on the Provisional Regulations on Business Tax of the People’s Republic of China(中華人民共和國營業稅暫行條例實施細則) issued by the MOF and SAT on 15 December 2008 and amended on 28 October 2011, the tax rate on transfer of immovable properties is 5%.

The MOF and the SAT promulgated the Pilot Proposals for Levying the Value-added Tax in Lieu of Business Tax (營業稅改徵增值稅試點方案) on 16 November 2011 pursuant to which the pilot work of the value-added tax in lieu of business tax was carried out in some industries on a national scale beginning on 1 January 2012. Pursuant to this pilot plan and relevant subsequent notices, from 1 January 2012, VAT gradually replaced business tax in the transport and post industry, telecom industry

— 45 — and some of the modern service industries in China. Under the pilot plan, a VAT rate of 6% applies to certain modern service industries. On 23 March 2016, the MOF and SAT promulgated the Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-Added Tax to Replace Business Tax (Cai Shui [2016] No. 36) (關於全面推開營業稅改徵增值稅試點的通知), which provides that, starting from 1 May 2016, the VAT pilot program covers the construction industry, real estate industry, finance industry and life service industry on a nation-wide basis.

On 31 March 2016, the SAT promulgated the Announcement on Promulgation of the Provisional Measures on Administration of Levying and Collection of Value-added Tax on Sale of Real Estate Projects by Real Estate Development Enterprises Which Develop Such Projects (房地產開發企業銷售自行開發的房地產項目增值稅徵收管理暫行辦法) pursuant to the Notice of the Ministry of Finance and the State Administration of Taxation on Full Launch of the Pilot Scheme on Levying Value-added Tax in Place of Business Tax (Cai Shui [2016] No. 36) (關於全面推開營業稅改徵增值稅試點的通知), and the relevant prevailing VAT provisions.

On 10 November 2016, the SAT promulgated the Announcement of the State Administration of Taxation on Several Provisions on Collection and Administration of Land Appreciation Tax following the Implementation of Levying of VAT in place of Business Tax (國家稅務總局關於營改增後土地增值稅若干徵管規定的公告), which provides that (1) following the implementation of levying VAT in place of business tax, the income from transfer of real estate, which is subject to land appreciation tax, shall exclude VAT; (2) where a taxpayer uses its development products for staff welfare, incentives, external investments, distribution to shareholders or investors, debt setoff, exchange for non-monetary assets of other organisations and individuals etc, the transfer of ownership shall be deemed as sale of real estate, and the income thereof shall comply with the provisions of Article 3 of the SAT’s Notice on Administration of Settlement of Land Appreciation Tax of Property Development Enterprises (關於房地產開發企業土地增值稅清算管理有關問題的通知). Where a taxpayer arranges for resettlement of households, the verification of taxable income and deductibles for the resettlement housing shall comply with the provisions of Article 6 of the SAT’s Notice on Issues concerning the Settlement of Value-added TaxonLand(關於土地增值稅清算有關問題的通知).

Since the application of the VAT pilot program in the real estate industry is relatively new, there remain uncertainties on the interpretation and implementation of the relevant rules and regulations. We cannot assure you that our overall tax liability will not increase by the replacement of business tax with VAT, or we may have to change our business practices in light of such rules, any of which may have a material adverse effect on our business, prospects, financial condition and results of operations.

We are subject to potential environmental liabilities that could result in substantial costs.

We are subject to a variety of laws and regulations concerning the protection of the environment. The particular PRC environmental laws and regulations which apply to any given project development site vary according to the location, the environmental condition, the present and former uses of the site, as well as adjacent properties.

The relevant property development project may be delayed due to our efforts to comply with environmental laws and regulations. In some environmentally-sensitive regions or areas, the compliance costs could be prohibitively expensive.

In addition, each property development project is required by the relevant PRC laws and regulations to undergo environmental assessments and to submit an environmental impact assessment report to the relevant government authorities for approval before commencement of construction. Failure to obtain such approval prior to construction may result in suspension of construction and a penalty amounting up to RMB200,000 for each project.

— 46 — We did not submit environmental assessment documents to the local authorities regarding the construction of certain of our property projects. The environmental investigations conducted relating to each of our property development projects to date have not revealed any material environmental liability. However, it is possible that these investigations did not reveal all environmental liabilities and there may be environmental liabilities of which we are unaware that may have a material adverse effect on our business and financial condition. In addition, if more stringent regulations are adopted in the future, we cannot assure you that we will be able to fully comply with such regulations and the costs of compliance with these new regulations may be substantial. If any of these occur, our business, prospects, financial condition and results of operations may be materially and adversely affected.

Our business and property sales may be affected if we fail to obtain the record of acceptance examination for our completed projects.

According to the Regulations on Administration of Development and Operations of Urban Real Estate (城市房地產開發經營管理條例) amended by State Council and effective on 8 January 2011, the Regulation on the Quality Management of Construction Projects (建設工程質量管理條例) enacted and enforced by the State Council on 30 January 2000, the Administrative Measures for Reporting Details Regarding Acceptance Examination Upon Completion of Buildings and Municipal Infrastructure (房屋建築工程和市政基礎設施工程竣工驗收備案管理暫行辦法) enacted by the MOHURD in April 2000 and amended on 19 October 2009 and the Provisions on Acceptance Examination Upon Completion of Buildings and Municipal Infrastructure (房屋建築工程和市政基礎設施工程竣工驗收規定) enacted by the MOHURD and effective on 2 December 2013, after completion of work for a project and the subsequent acceptance examination, a real estate developer shall apply to the government property development authority at or above the county level for a record of acceptance examination. For a residential housing project, an acceptance examination shall be conducted upon each unit, and the developer shall issue the acceptance form for each unit after completing such ‘‘door to door acceptance’’.

We cannot assure you that we will be able to obtain the record of acceptance examination for our completed projects in a timely manner, or at all. In such event, our business, property sales and financial condition may be materially and adversely affected.

We cannot assure you that services performed by independent contractors will meet our quality standards and timing requirements or will be provided within our budget.

We engage independent contractors to provide various services, including but not limited to construction, piling and foundation, engineering, interior decoration, mechanical and electrical installation and utilities installation, in addition to our own construction subsidiary, Greenland Construction Group. We generally select independent contractors through an open tender process. Completion of our projects is therefore subject to the satisfactory performance of these independent contractors. We cannot assure you that we will be able to obtain services from independent contractors within our budget or at all, or that the services rendered by these independent contractors or subcontractors will be satisfactory or will meet our quality and safety standards and our project timelines. If the performance of any independent contractor is not satisfactory or is delayed, we may need to replace the contractor or take other actions to remedy the situation, which could inflate construction costs and delay completion. Any of these factors may have a material adverse effect on our business, prospects, financial condition and results of operations.

— 47 — We guarantee mortgage loans of our customers and may become liable to mortgagee banks if customers default on their mortgage loans.

In accordance with industry practice, banks require us to guarantee mortgage loans taken by purchasers of the properties that we develop. Typically, we guarantee mortgage loans taken out by purchasers up until (i) we complete the relevant properties and the property ownership certificates and the mortgage are registered in favour of the mortgagee bank, (ii) two years after the expiry date of the mortgage loan contract or (iii) the settlement of mortgage loans between the mortgagee bank and the purchaser. If a purchaser defaults on a mortgage loan, we may be required to repurchase the underlying property by paying off the mortgage. If we fail to do so, the mortgagee bank may auction the underlying property and recover any additional amount outstanding from us as the guarantor of the mortgage loans. In line with industry practice, we do not conduct any independent credit checks on our customers and rely on the credit evaluation conducted by the mortgagee banks on such customers. These are contingent liabilities not reflected on our balance sheets. Should any material default occur and if we were called upon to honor our guarantees, our financial condition and results of operations could be adversely affected.

We are exposed to contractual and legal risks relating to pre-sales; changes in laws and regulations in relation to pre-sale of properties may adversely affect our business, prospects, financial condition and results of operations.

We make certain undertakings in our pre-sale contracts. Our pre-sale contracts and the PRC laws and regulations provide for remedies for breach of these undertakings. For example, if we pre-sell units in a property development and we fail to complete that development, we will be liable to the purchasers for their losses. If we fail to complete a pre-sold property on time, we may be liable to the relevant purchasers for late delivery under the relevant pre-sale contracts or pursuant to relevant PRC laws and regulations. If delays extend beyond a specified period, the purchasers may terminate their pre-sale contracts and claim for damages. A purchaser may also terminate a contract with us if the GFA of the relevant unit, as set out in the individual property ownership certificate, deviates by more than 3% from the GFA of that unit set out in his or her contract. If a substantial number of purchasers claim against us for breach of contract or terminate their pre-sale contracts with us, our business, prospects, financial condition and results of operations may be materially and adversely affected.

Proceeds from the pre-sales of our properties are an important source of funds for our property developments and have a significant impact on our cash flow and liquidity position. In August 2005, the PBOC proposed in a report entitled ‘‘2004 Real Estate Financing Report (2004中國房地產融資報告)’’ that the practice of pre-selling uncompleted properties be discontinued, on the grounds that pre-sales create significant market risks and generate transactional irregularities. While such proposal has not been adopted by any PRC government authorities and has no mandatory effect, we cannot assure you that the PRC government will not ban or impose material limitations on pre-sales of uncompleted properties in the future. In April 2010, the MOHURD issued the Notice on Further Strengthening the Supervision of Real Estate Market and Improving the Pre-Sale System of Commodity Housing (關於進一步加強房地產市場監管完善商品住房預售制度有關問題的通知). The notice urges local governments to enact regulations on the sale of completed commodity properties in light of local conditions and encourages property developers to sell completed commodity properties. We cannot assure you that we can adapt to new laws, regulations or policies relating to pre-sale of properties that may come into effect from time to time. Any failure to do so may subject us to fines, delays or other impediments in developing our properties. Future implementation of any restrictions on our ability to pre-sell our properties, including any requirements to increase the amount of up-front expenditure we must incur prior to obtaining the pre-sale permit, would extend the time required for recovery of our capital outlay and would force us to seek alternative means to finance our property developments, which could have a material adverse effect on our business, prospects, financial condition and results of operations.

— 48 — We face certain risk associated with demolition and settlement of acquired land.

Some of our projects require demolition of the existing properties and the resettlement of the existing residents. If we obtain the land use rights from the PRC government, land clearance costs are usually included in the land use rights premium, otherwise we would be required to pay the appropriate compensations calculated in accordance with formulae published by the relevant local authorities prior to the construction. If the compensation paid by the PRC government authorities were to increase significantly due to increases in the property market prices, land premiums payable by us may be subject to substantial increases. In respect of projects in which the resettlement costs are borne by us, if the PRC government authorities fail to reach an agreement with the residents for compensation and resettlement at a reasonable cost or within certain period, or the negotiation process takes longer than we expected which may delay the completion of our projects, our results of operation and financial condition may be adversely affected. If a company has acquired a piece of land which the relocation of the existing property has been delayed, it would lead to delays in the title delivery by the government for the properties, consequently delaying the property project development and increasing the relevant costs. Any occurrence of the above factors may result in delays to our development schedule, leading to a substantial increase in cost and a delay in the expected cash inflow resulting from pre-sales of the relevant project, which can adversely affect our cash flows, financial condition and results of operations in the future.

The actual development of some of our property developments may differ from the approved development plan, and the total GFA of some of our property developments may be different from the original authorised area.

When the PRC government grants the land use rights for a parcel of land, it will specify in the land grant contract the permitted use of the land and the total GFA that the developer may develop on the land. However, the actual plan adopted for a property development project may differ from the approved development plan, and the actual GFA constructed may be different from the total GFA authorised in the land grant contract or construction permit due to factors such as subsequent planning and design adjustments. The adjusted planning and design of a property development project and the actual GFA may be subject to approval when the relevant authorities inspect the properties after completion. The developer may be required to pay additional land premium and/or administrative fines or take corrective actions in respect of the adjusted land use and excess GFA before a Construction of Properties and Municipal Infrastructure Completed Construction Works Certified Report (房屋建築工程和市政基礎設施工程竣工驗收備案證明) can be issued to the property development. The methodology for calculating the additional land premium is generally the same as the original land grant contract.

According to the PRC Urban and Rural Planning Law (城鄉規劃法), if a construction project is proceeded without obtaining the planning permit on construction project or by violating the provisions of the planning permit on construction project, the competent department of urban and rural planning of the local government at or above the county level shall order it to stop construction. If it is still possible for the construction entity or individual to take measures to eliminate the impact on the implementation of urban and rural planning, the department shall order it or him to correct within a certain time limit and impose a fine of not less than 5% but not more than 10% of the construction cost; if it is impossible to take measures to eliminate the impact, the department shall order the construction entity or individual to dismantle the building or structure within a certain time limit and confiscate the real objects or the illegal gain, and may also impose a fine not more than 10% of the construction cost. If this occurs, our business, prospects, financial condition and results of operations may be materially and adversely affected.

— 49 — The PRC government has implemented restrictions on the payment terms for land use rights.

In September 2007, the MLR revised and issued the Regulations on the Grant of State-owned Construction Land Use Rights through Public Tender, Auction and Invitation for Bidding (招標拍賣掛牌出讓國有建設用地使用權規定) requiring property developers to fully pay the land premium for the entire parcel under the land grant contract before they can receive a land use rights certificate and commence development on the land. This regulation became effective on 1 November 2007. As a result, property developers are not allowed to bid for a large piece of land, make partial payment, and then apply for a land use rights certificate for the correspondingportionoflandinordertocommence development, which had been the practice in many Chinese cities. In November 2009, the MOF, the MLR, the PBOC, PRC Ministry of Supervision and PRC National Audit Office jointly issued the Notice on Further Enhancing the Revenue and Expenditure Control over Land Grant (關於進一步加強土地出讓收支管理的通知), which raises the minimum down payment on land premiums to 50% of the total premium and requires the land premium to be fully paid within one year after the signing of a land grant contract, subject to limited exceptions. In March 2010, the MLR issued the Circular on Strengthening Real Estate Land Supply and Supervision (關於加強房地產用地供應和監管有關問題的通知), under which the minimum price for a given land grant is required to be equal to at least 70% of the benchmark price of the locality where the parcel of land is granted and the bidding deposit for such land grant is required to be equal to at least 20% of the minimum land premium. Additionally, a land grant contract is required to be entered into within 10 working days after the land grant deal is closed and the down payment of 50% of the land premium is required to be paid within one month after the execution of the land grant agreement. Any remaining amount is required to be paid in full within one year of the date of the land grant contract in accordance with provisions of such land grant contract, subject to limited exceptions. The implementation of the regulation requires property developers to maintain a higher level of working capital. This may have a material adverse effect on our cash flow, financial condition and business plans.

On 13 May 2011, the Ministry of Land and Resources promulgated the Opinions on Upholding and Improving the System for the Transfer of Land by Tender, Auction and Listing (關於堅持和完善土地招標拍賣掛牌出讓制度的意見), which provides, among other things, that (i) correct utilization of the regulating and controlling effects of the land transfer policy through tender, auction and listing; (ii) improvement in the transparency of the system of tender, auction and listing for housing land; (iii) adjustment and improvement in the land transfer policy through tender, auction and listing, including (a) limitation on house price or land price, and transfer of policy-related housing land by listing or auction; (b) limitation of the gross floor area of allocated security housing, and transfer of commodity housing land by listing or auction; (c) carrying out of comprehensive assessment on conditions of land development and utilization and land transfer prices, and determination of the person who is entitled to land use rights by tender; (iv) promotion of online operation of the transfer of land use rights; (v) improvement in the contracts for land transfer through tender, auction and listing. As a result, property developers are not allowed to bid for a large piece of land, make partial payment, and then apply for a land use rights certificate for the corresponding portion of land in order to commence development, which had been the practice in many Chinese cities. The implementation of such regulation requires property developers to maintain a higher level of working capital, which may have a material adverse effect on our cash flow position, financial condition and business plans.

We may be subject to fines due to non-registration of our leases.

We lease out our commercial properties held for investment and generate rental income from such leases. Pursuant to the Administration Measures for Commodity House Leasing (商品房屋租賃管理辦法) promulgated on 1 December 2010 and became effect on 1 February 2011, both lessors and lessees are required to file the lease agreements for registration and obtain property leasing filing certificates for their leases. We may be required by relevant government authorities to file the lease agreements for

— 50 — registration and may be subject to a fine for non-registration, which may range from RMB1,000 to RMB10,000. The registration of these lease agreements, under which we are the lessors, requires additional steps to be taken by the respective lessees which are beyond our control. Our lessees may not be cooperative and we cannot assure you that we can complete the registration of these lease agreements and any other lease agreements that we may enter into in the future.

The property development business is subject to claims under statutory quality warranties.

Under the Regulations on Administration of Development and Operation of Urban Real Estate (城市房地產開發經營管理條例)enactedbytheStateCouncilon20July1998andamendedon8January 2011, and the Regulations for the Administration of Sale of Commodity Building (商品房銷售管理辦法), which became effective on 1 June 2001, all property developers in the PRC must provide certain quality warranties for the properties they construct or sell. We are required to provide these warranties to our customers. Generally, we receive quality warranties from our third-party contractors with respect to our property projects. If a significant number of claims were brought against us under our warranties and if we were unable to obtain reimbursement for such claims from third-party contractors in a timely manner or at all, or if the money retained by us to cover our payment obligations under the quality warranties was not sufficient, we could incur significant expenses to resolve such claims or face delays in remedying the related defects, which could in turn harm our reputation, and materially adversely affect our business, financial condition and results of operations.

We are subject to uninsured risks.

We carry third-party liability and fire insurance on certain completed developments in which we have an interest. We generally maintain public liability and assets insurance policies for our properties, the common facilities and the hotel operating areas of our properties. In addition, our property management subsidiaries also maintain property management liability insurance coverage in connection with their business operations. We generally assess the need for maintaining insurance policies based on the specific circumstances of each project under development and the premium is borne by the contractors. However, we may purchase such insurance if required by our creditors in respect of properties pledged to them. In addition, there are certain types of losses, such as losses from forces of nature, that are generally not insured because they are either uninsurable or because insurance cannot be obtained on commercially reasonable terms. This practice is consistent with what we believe to be the industry practice in the PRC. Certain types of losses caused by war, civil disorder, acts of terrorism, earthquakes, typhoons, flooding, and other natural disasters are not covered. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in our property and anticipated future revenue therefrom while we remain liable for any mortgage indebtedness or other financial obligations relating to the relevant property. Any such loss could materially and adversely affect our financial condition and results of operations.

We may not be able to generate adequate returns on our investment properties; the illiquid nature of, and the lack of alternative uses for, investment properties could limit our ability to respond to adverse changes in the performance of our properties.

Our investment properties primarily consist of retail and commercial units and parking spaces in our property projects. The investment return from investment property is subject to risks including, among other things, competition for tenants, changes in market rents, inability to renew leases or re-let space as existing leases expire, inability to collect rent from tenants due to bankruptcy or insolvency of tenants or otherwise, inability to dispose of major investment properties for the values at which they are recorded in the financial statements, increased operating costs and the need to renovate, repair and re-let space periodically and to pay the associated costs. We cannot assure that we will be able to generate adequate returns on our investment properties.

— 51 — The ability to eventually dispose of investment properties will also depend on market conditions and levels of liquidity, which may be limited or subject to significant fluctuation in the case of certain types of commercial properties. Investment properties in general are relatively illiquid compared to other types of investments, such as securities. As such, our ability to promptly sell one or more of our investment properties in response to changing economic, financial and investment conditions is limited. The property market is affected by many factors that are beyond our control, including general economic conditions, the availability of mortgage financing and interest rates. We cannot predict whether we would be able to sell any of our investment properties at the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us.

In addition, investment properties may not be readily convertible for alternative uses without substantial capital expenditure if the original function of such investment property became unprofitable due to competition, age, decreased demand, increased supply or other factors. Similarly, substantial capital expenditure may be required to correct defects or to make improvements before an investment property can be sold. These factors and any others that would impede our ability to respond to adverse changes in the performance of our investment properties may materially and adversely affect our business, prospects, financial condition and results of operations.

We are subject to rising costs for labour and materials, which we may not be able to pass on to construction contractors or to purchasers.

Construction and development costs account for the majority of our cost of sales and are one of the significant factors affecting our financial condition and results of operations. As a result of economic growth and the boom in the property industry in the PRC, wages for construction workers and the prices of construction materials and building equipment have substantially increased in recent years. Under the terms of most of our construction contracts, contractors may adjust the contract prices to cover increases in wages and costs of construction materials. In addition, in negotiations that follow upward materials cost fluctuations post-contract, we often agree to bear a greater share of the materials costs than is contractually required. We do so in order to maintain good relations with our contractors, which allows us to repeatedly source good quality and service. We are also exposed to the price volatility of labour and construction materials to the extent that we periodically enter into new or renew existing construction contracts at different terms during the life of a project, which may span several years, or if we choose to hire the construction workers directly or purchase construction materials directly from suppliers. Furthermore, we are unable to pass increased costs on to pre-sale purchasers when construction costs increase subsequent to the date of the pre-sale contract. If we are unable to pass on any increase in the cost of labour, construction materials or building equipment to either our construction contractors or to the purchasers of our properties, our business, prospects, financial condition and results of operations may be materially and adversely affected.

Our branding and marketing strategy as well as our financial condition could be adversely affected if owners of the projects that we have developed elect to stop using us to provide property management services.

We provide property management services in respect of properties primarily developed by us through our wholly-owned subsidiaries. We believe that the provision of quality and value-added management services of an international standard enables us to enhance recognition of our brand and maintain our reputation as a developer of quality properties. We seek to provide comprehensive quality post-sales property management and post-sales services to purchasers of our properties, including services such as rental agency, security, maintenance, operation of clubhouse, cleaning of public areas, domestic assistance, gardening and landscaping and other services. Under PRC laws and regulations such as the Regulation on Property Management (2007 Revision) (物業管理條例（2007年修訂）), property owners have a right to engage or dismiss a property management company with the consent of more than 50% of the owners who in the aggregate hold more than 50% of the total non-communal area

— 52 — of the building. If owners of the projects that we have developed elect to stop using us to provide property management services, our brand and marketing strategy as well as our revenue from the property management business would be materially and adversely affected.

RISKS RELATING TO OUR CONSTRUCTION BUSINESSES

Loss of our qualifications may adversely affect our construction business.

Greenland Construction Group has been granted with seven Grade One qualifications which are General Contractor of House Architectural Engineering Construction, General Contractor of Municipal Administration Public Construction, General Contractor of Metallurgical Engineering Construction, Special Contractor of Steel Structure Engineering, Special Contractor of Decoration Engineering, Special Contractor of Electrical Installing Engineering and Special Contractor of Furnace Engineering. These qualifications are important to us as they dictate the range and size of public works in which we are eligible to participate as main contractor or special contractor. These qualification are necessary for participation in open tender process for construction projects. We cannot assure you that the government will not revoke or cancel these qualifications or we will be able to renew these qualifications in time or at all. In addition, a qualified contractor could be prohibited from tendering for public works of a relevant category during a suspension period if a fatal construction accident occurs at a construction site for which the contractor is responsible for or the performance of the contractor is not satisfactory. Loss of any of these qualifications may result in loss of our existing and potential customers and construction projects which could impair our brand name and reputation and materially and adversely affect our business, financial condition and results of operations.

We engage subcontractors who may not be able to deliver their work as we expect.

We, in common with many construction companies in China, rely on subcontractors to assist in completing construction projects since this minimises the need to employ a large workforce including skilled labour in different specialised areas and semi-skilled labour, and increases flexibility and cost effectiveness in carrying out contracts. The use of subcontractors exposes us to risks associated with either non-performance or substandard performance by the subcontractors. In addition, we are exposed to the risk that a subcontractor may not complete a project in accordance with its originally tendered cost schedule, such that additional costs may be borne by us thereby reducing our profit margin on that contract.

Our customers pay us by way of progress payment and require retention money, and there is no guarantee that progress payment is paid to us on time and in full, or that retention money is fully released to us upon completion of a project.

We normally receive progress payment from customers on a monthly basis, with reference to the value of work done. Generally, the authorised person, usually architects or quantity surveyors employed by the customers, would issue a progress certificate certifying the work progress in the preceding month. It normally takes two to four weeks for such certificates to be issued. The customers then effect payment with reference to such certificate. Payments are generally made within 30 days after the issue of the progress certificate.

A portion of contract value, normally between 1% to 10%, is usually withheld by the customers as retention money and will generally be released after the guaranteed maintenance period. There can be no assurance that the retained money or any future retention money will be remitted by our customers to us on a timely basis or that the level of bad debt arising from such payment practice can be maintained at the same level as in the past two years. Any failure by our customers to make timely remittance may have an adverse effect on our future liquidity position.

— 53 — We estimate construction time and costs in order to determine the tender price. However, the actual implementation of a project may not accord with such estimation due to cost overruns and other related construction risks.

Construction contracts are normally awarded through competitive tendering process. We need to estimate the construction time and costs in order to determine the tender price. There is no assurance that the actual construction time and costs would not exceed our estimation during the actual implementation of the project, which often takes months or years to complete.

The time taken and the cost actually involved in completing construction projects undertaken by us may be adversely affected by many factors, including shortage and cost escalation of materials and labour, adverse weather conditions, additional variations to the construction plans requested by the customers or because of technical construction needs, disputes with subcontractors, accidents, changes in the government’s priorities and unforeseen problems and circumstances. Any of these can give rise to delays in completion of construction works or cost overruns or even unilateral termination of projects by customers.

Delays in the process of obtaining any specific licences, permits or approvals from PRC government agencies or authorities in carrying out any particular construction project can also increase the cost or delay the progress of a project. Failures to complete construction according to specifications and quality standards on a timely basis may result in disputes, contract termination, liabilities and/or lower returns than anticipated on the construction project concerned. Such delays or failures to complete and/or unilateral termination of a project by customers may cause our turnover or profitability to be lower than what we have expected.

We are exposed to construction dispute or litigation.

As main contractor, we are principally responsible for the implementation of construction projects and we may receive claims in respect of various matters from customers, subcontractors, workers and other parties concerned with the construction from time to time. Such claims include claims for compensation for late delivery of construction works and delivery of substandard works, and claims in respect of personal injuries and labour compensation in relation to works. Although we have effected insurance policies and retained moneys from our subcontractors to cover these claims, the outcome of any claim is subject to the relevant parties’ negotiation or the decision of the court or the relevant arbitrating authorities, and the result of any of the outstanding claims may be unfavourable to us. Should such claims fall outside the scope and/or limit of our insurance coverage or moneys retained from subcontractors, our financial position may be affected.

RISKS RELATING TO OUR FINANCE BUSINESS

We face credit risks in our guaranty and microfinance businesses.

Our wholly-owned subsidiary, Shanghai Lvdi Investment Guarantee Co., Ltd provides guarantee for project finance and loans to companies and individuals. At 31 December 2016, we had established four microfinance subsidiaries in Shanghai, Chongqing, Ningbo and Qingdao which provide microfinance services to companies and individuals. Our customers may default on the payment obligations of the interest or principal of the loans granted by us, and we may not have any collateral secured in connection with the loans. Even if we have secured collateral on the loans, we may not enforce the security due to various reasons or the value of the security is not sufficient to cover the unpaid principal and interest due. In case we provide guarantees, if the borrower defaults on the loans guaranteed by us, we will become liable for any amount due under such loans, and we may not be able to recover our payment from the original borrower.

— 54 — Our Internet finance business is subject to a number of laws and regulations, including those governing banking, cross-border and domestic money transmission, anti-money laundering, foreign exchange and payment services.

As the PRC government unveiled the ‘‘Internet Plus’’ action in 2015, Greenland HK Listco commenced the Internet finance business in May 2015. The Internet finance business is subject to various laws and regulations in the PRC, which are relatively new and still evolving, and any future expansion of our Internet finance business would be subject to various laws and regulations in other jurisdictions where we operate. These laws include those governing banking, cross-border and domestic money transmission, anti-money laundering, foreign exchange and payment services. While our Internet finance business has a compliance program focused on compliance with applicable laws and regulations, there can be no assurance that we will not be subject to fines or other enforcement actions in one or more jurisdictions or be required to make changes to our business practices or compliance programs to comply in the future. Any new laws and regulations (or changes to, or expansion of, the interpretation or application of existing laws and regulations) applicable to our payments business could subject us to additional laws and regulations, additional licensure requirements and increased regulatory scrutiny, which could force us to change our business practices or limit our ability to grow our business. Costs associated with fines, enforcement actions, changes in compliance requirements or limits on our ability to grow our business, could have a material and adverse effect on our business, future results of operations and prospects.

We do not control some of the financial institutions we made investments in.

We hold minority interests in some of the financial institutions which we do not control. For example, we hold 3.98% equity interest in Bank of Jinzhou, 4% equity interest in Shanghai Rural Commercial Bank and 19.9% equity interest in Hangzhou Industrial and Commercial Trust Co., Ltd. Our ability to manage and monitor the operations of these companies derives primarily from our contractual rights under shareholders’ agreements and our shareholders’ rights under PRC Company Law and other relevant laws and regulations. We have appointed one director on the board of Bank of Jinzhou, Shanghai Rural Commercial Bank and Hangzhou Industrial and Commercial Trust Co., Ltd., and we participate in managing and monitoring these companies through our representation on their board of directors. Our inability to exercise control over these companies exposes us to inherent risks, and our interests may be adversely affected as a result of other shareholders’ failure to perform their contractual obligations and disagreements among shareholders over the management or future directions of these companies. In addition, when we acquire minority equity interests or dispose of a portion of majority equity interests in our invested companies in a manner that results in our Company retaining a minority investment and not having control, we are subject to the risk that the relevant company may make business, financial or management decisions with which we do not agree or that the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests. Furthermore, regardless of whether we have control, we cannot assure you that we will not have disputes with other shareholders of our invested companies. In the event of such disputes, the operations of such companies may be adversely affected, and we may be forced to take actions, including arbitration and litigation, to resolve such disputes. These actions could result in substantial costs, divert our management resources and adversely impact our reputation. The outcome of any such arbitration or litigation cannot be guaranteed. If any of the foregoing were to occur, the values of our equity interests in companies that we do not control could decrease and our financial condition and cash flows could suffer as a result.

— 55 — We may fail to realize any profits from our investment activities or may be unable to sell our investments for a considerable period of time or to recover our investment costs.

We have made and expect to continue to make significant investments in the securities of privately-held and publicly-traded companies, which involve significant risks. If our investments do not generate revenue, profit or cash flow in time or at anticipated levels, our growth prospects, business, results of operations and financial condition may be materially and adversely affected.

Many of our investments, in particular our private equity investments, are made in privately held companies by purchasing a portion of their equity securities. We hold these securities mainly for investment purposes and our principal means of realizing investment returns are through privately negotiated sales or through initial public offerings of the companies invested. Generally, it takes a considerable time before we can sell any such investment and in many cases involves substantial efforts and resources to improve the management and business of a company we invested with a view to enhancing the value of our investment, especially when we plan to take the company public. Further, in many cases, we may be prohibited by contract or by applicable securities laws from selling such securities for a period of time.

We also invest in publicly traded securities from time to time. Our ability to dispose of these investments is heavily dependent on the performance of the securities market, apart from other factors that may affect a publicly traded company’s financial performance. Market prices of publicly-traded securities tend to be volatile and subject to significant fluctuations. If the market price of the securities we hold declines significantly, we may be unable to sell any such securities at a favorable price, if at all, and may lose all or a portion of our investment amount. In addition, holdings of a large number of securities often can only be disposed of over a substantial length of time, exposing our investment returns to risks of downward movement in market prices during the intended disposition period.

Accordingly, we may be forced to either sell the securities at lower prices or hold the securities for a considerable period of time, which could have a material adverse effect on our business, results of operations and financial condition.

RISKS RELATING TO OUR CONSUMER BUSINESS

The successful operation of our consumer business depends upon the performance and reliability of the Internet infrastructure in China.

Our consumer business depends on the performance and reliability of the Internet infrastructure in China. Almost all access to the Internet is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology of China. In addition, the national networks in China are connected to the Internet through state-owned international gateways, which are the only channels through which a domestic user can connect to the Internet outside of China. We may not have access to alternative networks in the event of disruptions, failures or other problems with China’s Internet infrastructure. In addition, the Internet infrastructure in China may not support the demands associated with continued growth in Internet usage.

The failure of telecommunications network operators to provide us with the requisite bandwidth could also interfere with the speed and availability of our websites. We have no control over the costs of the services provided by the national telecommunications operators. If the prices that we pay for telecommunications and Internet services rise significantly, our gross margins could be adversely affected. In addition, if Internet access fees or other charges to Internet users increase, our user traffic may decrease, which in turn may significantly decrease our revenues.

— 56 — Security breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect confidential and proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely affect our financial condition and results of operations.

We may not detect or prevent all attempts to compromise our systems, including distributed denial- of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our systems or that we otherwise maintain. Breaches of system could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of client information, or a denial-of-service or other interruption to our business operations. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us, we may be unable to anticipate, or implement adequate measures to protect against, these attacks.

If we are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liability, our reputation would be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us, our buyers or other participants, or the communication infrastructure on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and net income.

Several countries in which we build our importation and procurement network have experienced economic and governmental instability which could adversely affect our financial condition and results of operations.

Our consumer business is concentrated through our importation and procurement network in various jurisdictions, including United States, United Kingdom, Australia, South Korea and Canada. Our revenues and operations of consumer business will remain dependent on these jurisdictions, and the economic and political conditions in such jurisdictions may not be favorable in the future. An economic slowdown in one or more of these regions could negatively impact our financial condition and results of operations. We may expand our operations into jurisdictions that have experienced political and economic instability in the recent past and may experience instability in the future. Our expansion into these markets may be hampered by security risks and lack of stability, which may adversely affect our financial condition and results of operations.

Our operations are dependent upon the economic cycles of the markets in which we operate. Some markets are subject to rapid fluctuations in consumer prices, employment levels, gross domestic product and interest and foreign exchange rates. We may be subject to such fluctuations in the local economies and to the effect of such fluctuations on the ability of the market to support our existing importation and procurement network or any growth in our operations.

Furthermore, all of the countries in which we operate have the United States as a major economic partner, each interacts with the United States’ economy in a different way and relies on different sectors of United States’ economic activity for its economic success. The results for the 2016 United States presidential and congressional elections have generated volatility in the global capital markets. Such volatility and uncertainty, as well as changes in administrative and governmental policies of the new administration may have a material adverse effect on global economic conditions and the stability of global financial markets. We have no control over and cannot predict the effects arising from the new United States administration or its policies in any of the countries in which we operate. To the extent

— 57 — the conditions of the global markets or economies deteriorate, our companies may be adversely affected. Thus, the developments arising from the results of the 2016 United States presidential election, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may affect the economies of the countries in which we operate, and may harm our business, financial condition and results of operations.

Our sales and operating results depend on consumer spending.

Our sales are significantly affected by the discretionary spending of consumers. Consumer spending may be affected by many factors outside of our control, including general economic conditions, consumer disposable income levels, consumer confidence levels, the availability of goods that match consumer needs and preferences, cost and level of consumer debt, consumer behavior with respect to consumer credit, the costs of basic necessities and other goods, and the effects of the weather or natural disasters. Any decline in the discretionary spending of consumers could negatively affect our business and results of operations.

Risks associated with the suppliers from whom we source our products could adversely affect our financial performance.

The products we sell are sourced from a wide variety of international suppliers. Our ability to find suppliers who are able to meet our standards and can supply products in a timely and efficient manner is a significant challenge. Political and economic instability in the countries where foreign suppliers are located, the financial instability of suppliers, suppliers’ failure to meet our standards, labor problems experienced by our suppliers, the availability of raw materials to suppliers, merchandise quality issues, currency exchange rates, transport availability and cost, inflation, and other factors relating to the suppliers and the countries where they are located are beyond our control. In addition, foreign trade policies, tariffs and other impositions and requirements on imported goods, which may depend on the product’s place of origin or on the product’s nature and specifications, as well as other factors relating to foreign trade, are beyond our control. These and other factors affecting our suppliers and our access to products could adversely affect our financial condition and results of operations.

Delivery delays or poor handling in the transportation may affect our sales and profitability or damage our reputation.

Delivery disruptions, for various reasons beyond our control, including weather conditions such as typhoons, earthquake and tsunamis, political turmoil, social unrest, strikes and inadequate transport operator capacity, could lead to delayed or lost deliveries. Delayed or lost deliveries may lead to a material and adverse loss of revenue, increases in delivery costs and compensation payments to customers and may damage our reputation. In addition, our products are exposed to risks of contamination during transportation as a result of inappropriate acts or any defect on cold chain facilities which is a very important component to the transportation logistics, which may have a material adverse effect on our business and reputation.

We may not be able to maintain relationships with key e-commerce platforms or be successful in strengthening our presence in modern retail formats.

We have developed and maintained relationships with well-known e-commerce platforms. To further capture growth opportunities in the market, we have also established our own online platforms to strengthen our presence in these modern retail formats. The success of the sales channel development strategy will depend on many factors, including the competitiveness of the price of our products, our promotional policy and sales discounts, our ability to form relationships with, and optimize our penetration into, modern retail formats. We must also be able to anticipate and respond effectively to

— 58 — competition posed by multinational and domestic competitors. If we fail to expand our modern retail channels as planned or if we are unable to compete effectively with other companies, our business, financial condition and results of operations may be materially and adversely affected.

Our e-commerce platforms are subject to malfunctions and other risks and routine shutdowns for maintenance and upgrades.

Our e-commerce platforms are subject to uncertainties such as mechanical and system failures. Scheduled and unscheduled maintenance programs may also affect our operation. We carry out routine maintenance of our system, annual major maintenance work and periodic equipment upgrades. Any significant shutdowns could adversely affect our business, results of operations and financial condition.

We rely on automobile manufacturers for the rights to open and operate all of our outlets.

Our rights to open and operate 4S dealerships and all other outlets and the supply of passenger vehicles and spare parts are governed by our agreements with automobile manufacturers, including dealership agreements and other authorization agreements for non-4S dealership outlets. These agreements are non-exclusive and typically have a term of one to three years, which may be renewed periodically. Automobile manufacturers have the right to revoke their authorizations or refuse to enter into dealership agreements with us if we fail to complete the construction and build-out of newly authorised outlets within the agreed-upon time, or to terminate dealership agreements by written notice for a variety of reasons. For example, if we are found to have, and fail to rectify, any deficiencies and unauthorised changes in our ownership or management structure that impair our ability to meet our contractual obligations under the agreement with an automobile manufacturer, the manufacturer will be entitled to terminate the agreement and end its relationship with us. Moreover, automobile manufacturers may elect not to renew their agreements with us for various reasons, including changes in their business strategies. There can be no assurance that we will be able to renew our dealership or other authorization agreements with automobile manufacturers on a timely basis, on commercially acceptable terms or at all. Automobile manufacturers may also decide to limit or reduce the number of outlets that we are authorised to operate. If any automobile manufacturers decide not to renew their agreements with us, or otherwise reduce or terminate their business dealings with us, our business, financial condition, results of operations and growth prospects could be materially and adversely affected.

We conduct the vast majority of our operations in Yangtze River Delta and derive most of our revenue from our outlets located in this region.

We expect a substantial portion of our revenue from automobile business to continue to be generated from Yangtze River Delta in the near future. As a result of the concentration of our operations in Yangtze River Delta, adverse events in this region, such as the general slowdown of regional economic growth, natural disasters, legal restrictions or other factors, may negatively affect the overall passenger vehicle distribution business in this region, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.

Our business and operations are subject to restrictions imposed by, and significant influence from, automobile manufacturers and we depend on their support and cooperation in many different aspects of our operations.

Automobile manufacturers may, under their existing dealership or other authorization agreements with us, require us to operate our outlets subject to various restrictions such as geographical limitations on our location selection and restrictions on operating dealerships or selling passenger vehicles of competing brands. The restrictions imposed by, and the significant influence from, automobile manufacturers on our business could impair our ability to respond to changes in the market or our business, which could in turn materially and adversely affect our results of operations, financial

— 59 — condition and growth prospects. In addition, we depend on the support from and cooperation of our automobile manufacturer partners in different aspects of our operations. If our relationship with any automobile manufacturer were to deteriorate, our business, results of operations and growth prospects could be materially and negatively affected.

Incentive rebates. Automobile manufacturers provide us from time to time with incentive rebates, which are generally determined with reference to our purchase volume, sales volume, customer satisfaction and other performance indicators set by automobile manufacturers, depending on their policies. There can be no assurance that automobile manufacturers will continue to provide us with incentive rebates, or that we will be able to satisfy the conditions set by the automobile manufacturers to receive any of the incentive rebates under the existing arrangements. Should some or all of the automobile manufacturers cease to offer incentive rebates, or alter the conditions by which incentive rebates are granted, our business, financial condition, results of operations and growth prospects may be materially and adversely affected.

Advertising, marketing and promotion. Passenger vehicle sales at our outlets are influenced by the sales and marketing efforts of automobile manufacturers designed to increase consumer demand for their passenger vehicles, including sales and marketing events jointly organized by automobile manufacturers and us, offerings of discounts, complimentary products or services or extended product warranties to customers through us and providing us with assistance in advertising, marketing and promotional activities. Any reduction of these advertising, marketing and promotional efforts by automobile manufacturers may adversely affect passenger vehicles sales and after-sales services at our outlets and adversely affect our business, financial condition, results of operations and growth prospects.

After-sales services. As a principal constituent of our after-sales services business, in-warranty repair services are charged to the automobile manufacturers instead of customers. As a result, a reduction in the term or coverage of such warranties may reduce the demand for our after-sales services from customers. We also rely on automobile manufacturers to provide our outlet managers, customer service and sales personnel and technicians with training to familiarize them with the features of, and repair and maintenance procedures for, their vehicle models. We cannot assure you that we will be able to maintain the continued support from automobile manufacturers for our after-sales services, or that any such failure will not have a material adverse effect on our business, financial condition, results of operations and growth prospects.

Product defects and vehicle recalls and stringent regulations on product liabilities and guarantees could materially and adversely affect our business.

Automobile manufacturers conduct recalls from time to time to remedy product defects or other problems with one or more vehicle models. We generally are not liable for any of the costs of recalls and are typically compensated by automobile manufacturers for our assistance in conducting recalls. However, our customers’ confidence in the quality and safety of passenger vehicles may be impaired due to recalls, and any product defects or vehicle recalls may negatively affect the reputation of the automobile manufacturers and us. Recalls may lead to the cancellation of orders placed by our customers and a decline in demand for passenger vehicles that we sell, which in turn may reduce our sales and result in a high level of inventories of the relevant vehicle models subject to recall, vehicles of the same brand or their spare parts. We may have to incur costs associated with holding excess inventories or reduce our selling prices, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. We cannot assure you that there will be no future vehicle recalls affecting the vehicle models we sell, or that any of these recalls will not materially and adversely affect our business, financial condition, results of operations and growth prospects.

— 60 — In addition, pursuant to the Provisions on the Liability for the Repair, Replacement and Return of Household Automotive Products (家用汽車產品修理、更換、退貨責任規定)(the‘‘Liability Provisions’’), which became effective on 1 October 2013, car dealers are responsible for the repair, replacement and return (the ‘‘Three Guarantees’’) to the consumers in accordance with laws, and can claim compensation from the manufacturers or other parties who should bear the responsibilities. Under certain circumstances during the validity term of the Three Guarantees, car dealers are responsible for the replacement or return irrespective of the contractual terms between the car dealers and manufacturers. In case we fail to claim compensation from the manufacturers and other responsible parties for the costs we incurred with respect to the Three Guarantees, we bear the costs of the Three Guarantees according to the relevant laws and regulations without compensation provided in our agreements with the car manufacturers, or we fail to renegotiate a contract with car manufacturers according to the Liabilities Provisions with terms fair or favorable to us, our business, financial condition and results of operations will be materially and adversely affected.

We are subject to all of the risks common in the hotel industry.

The hotel business is sensitive to changes in the global and national economy in general. Since demand for hotel services is affected by economic growth, a global or regional recession could lead to a downturn in the hotel industry. There can be no assurance that an economic recession or a situation of prolonged difficulties in the hotel industry, tourism industry, or in international, national and local economies, will not have a material adverse effect on us.

The hotel sector may also be unfavorably affected by other factors such as government regulation, changes in local market conditions, competition in the industry, excess hotel supply or reduced international or local demand for hotel rooms and associated services, foreign exchange fluctuations, interest rate environment, the availability of finance and other natural and social factors.

Our hotel operations are affected by occupancy and room rates achieved by our hotels, our ability to manage costs (including changes in labour costs) and the relative mix of owned, leased and managed properties. Additionally, our profitability could be adversely affected by increases in wage levels, energy, healthcare, insurance and other operating expenses, resulting in lower operating profit margins.

RISKS RELATING TO OUR ENERGY BUSINESSES

Some of our products are subject to PRC government price control measures, which may materially and adversely affect our profitability.

Although the PRC government has implemented measures to overhaul historical price and supply controls and continues to support the development of a market-oriented PRC coal market, it may intervene in the domestic coal market from time to time to stabilize the market and achieve national social and economic goals. For example, according to a Notice of the National Development and Reform Commission on Strengthening the Control over Prices of Coal for Power Generation (國家發展改革委關於加強發電用煤價格調控的通知) issued by the NDRC in November 2011, NDRC would conduct temporary intervention in power coal prices. For instance, the increase of contract prices in 2012 compared to those signed in early 2011 shall not exceed 5% for annual key contract power coal incorporated into the production, transport and demand connection across provinces and autonomous regions and the increase in annual contract prices compared to those signed in the previous year shall not exceed 5% for power coal produced for own consumption by coal-producing provinces. In addition, the NDRC issued the Compilation Plan of Coal Price Index (中國電煤價格指數編製方案)on25 September 2015 to require some units to report the coal price to NDRC regularly.

— 61 — PRC government may interfere with the petroleum price in the domestic market from time to time. It also has control on the distribution of many petroleum products in China. There are specific requirements for the enterprises which are allowed to distribute the petroleum products. For example, the prices of refined oil products shall either be government-guided or government-fixed according to the Administrative Measures for Oil Prices (石油價格管理辦法) amended and issued by NDRC on 13 January 2016. Besides, Measures for the Administration of the Refined Oil Market (成品油市場管理辦法) sets forth certain requirements for wholesale of refined oil, including requirement of capacity of a Chinese enterprise legal person and minimum registered capital, and certain requirements for retail of refined oil. MOFCOM has also promulgated Refined Oil Enterprise Guidance Manual (成品油經營企業指引手冊) to detail procedure requirements for the licensing application. Such price-intervention measures and qualification requirements may limit the degree of control we have over certain aspects of our business and may have a material and adverse effect on our business, results of operations and financial condition.

Our business, results of operations and financial condition depend on volatile domestic and international coal markets.

Our coal business depends heavily upon supply and demand for coal and coal-related products in the domestic and international coal markets. Accordingly, we are vulnerable to downturns in the demand for coal, increases in supply of coal through new or expanded coal production and declines in coal prices. The prices of coal and coal-related products have historically been volatile and fluctuate in response to general economic conditions, supply and demand and the level of global inventories and performance of coal-consuming industries, including the power generation, chemical, metallurgy and construction materials industries. In addition, the availability and prices of alternative energy sources to coal, as well as transportation costs, also affect coal demand. Coal supply is primarily affected by the geographic location of coal reserves, transportation capacity, the level of domestic and international coal supplies and the type, quality and price of coal from various producers. A significant increase in global or domestic coal supply or reduction in demand for coal from key consuming industries may decrease coal prices, from the fourth quarter of 2008 through early 2009, the demand for coal decreased significantly as a result of the global financial crisis. The growth of the domestic demand for coal has slowed down significantly in recent years. The local industry has experienced a substantial decline in prices and an increase in coal inventories since 2012. If the demand for and prices of coal were to decrease, it might adversely affect our operations. However, we cannot assure you that demand for and prices of coal will not decline again, the occurrence of which may adversely affect our business, financial condition and results of operations.

Our petroleum businesses are affected by the volatility of prices for crude oil and refined products.

Our petroleum businesses are affected by the volatility of prices for crude oil and refined products. International prices for crude oil have fluctuated widely in recent years in response to changes in the supply of and demand for oil, market uncertainty and a variety of additional factors that are beyond our control, including competition within the oil and natural gas industry and with other industries in supplying consumers with competing commodities, international economic trends, exchange rate and interest rate fluctuations, expectations of inflation, domestic and foreign governmental regulations, concerns regarding the security of oil and gas supply, political and other events in major oil and gas producing and consuming nations and actions taken by members of the Organization of the Petroleum Exporting Countries (‘‘OPEC’’) and other oil exporting countries. With respect to refined products, in 2006, the PRC government, under its macro-economic controls, introduced a mechanism for determining domestic prices of refined products. On 18 December 2008, the PRC government further modified this mechanism by linking the domestic prices of refined oil products to a number of factors, including international market prices, average domestic processing cost, tax, selling expenses and appropriate profit margin. On 26 March 2013, the NDRC issued a Notice on Further Improving the Pricing

— 62 — Mechanism for Refined Oil Products (國家發改委關於進一步完善成品油價格形成機制的通知). The Notice shortened the period from 22 consecutive days to 10 days and eliminated the percentage limit. On 13 January 2016, the NDRC further issued the Notice on Relevant Issues on Further Improving the Pricing Mechanism for Refined Oil Products (國家發展改革委關於進一步完善成品油價格形成機制有關問題的通知), which sets a minimum price level of U.S.$40/bbl for oil products sold by Chinese refiners and provides that Chinese refiners shall direct the incremental profit margin (when global crude oil price fall below U.S.$40/bbl) to a special risk reserve in order to allocate funds to oil product upgrade, security of oil supply, energy conservation and emission reduction. The NDRC has announced that it will continue to revise pricing mechanism for refined oil products to make it more flexible and adaptive to fluctuations in global oil prices. We cannot assure you that the PRC government will not issue any policies or implement any macro-economic controls which limit the price of refined products, which could materially and adversely affect our business and result of operations.

Market volatility and adverse financial or economic conditions across the world attributing to the global financial economic crisis starting from the second half of 2008, including the current European debt crisis, tend to discourage investor confidence, reduce investing activities, cast doubt on the sustainability on the worldwide economic growth, and generally have an adverse impact on the overall business sentiments and environment, slowing down global economic growth and development activities following which the level of demand for petroleum products in the market will be decreased. The decreased level of demand generally causes a downturn in petroleum prices, which could materially and adversely affect our business and result of operations.

We may experience a shortage of reliable and adequate transportation capacity for our coal products and any increase in transportation costs could have a material adverse effect on our business, financial condition and results of operations.

Railway transportation and highway transportation are the principal methods we utilize to deliver coal to our customers. In China, the transportation capacity of the national railway system is allocated by the Ministry of Transport of the People’s Republic of China (中華人民共和國交通運輸部)to applicants at its discretion, taking into account the overall transportation capacity of the national railway transportation system and the contractual volumes as indicated by the applicants. The development of China’s railway system has not fully kept pace with the coal industry’s transportation requirements, and there have been instances in certain areas of China where railway transportation capacities could not meet demand. The PRC government is in the course of increasing rail capacity to relieve the pressure caused by the increasing demand for railway transportation. However, we cannot assure you that we will continue to be allocated sufficient rail transport capacity or that we will not experience any significant delay in transporting our products. Although we have signed framework agreements with local railway authorities, including Wuhan and Zhengzhou Railway Bureaus, we cannot assure you that we can renew these framework agreements on reasonable terms or at all when they expire.

In the event of railway transportation shortages, there can be no assurance that roadway transportation will be able to satisfy the shortfalls. Further, transportation is affected by certain events that are beyond our control, such as severe weather, natural disasters, accidents, disruptions of other rail lines, temporary capacity constraints or other disruptions. If we cannot secure sufficient transportation capacity to transport our coal products in time or are unable to secure economically feasible alternative transportation methods to transport our coal products during shortage of railway transportation capacity, we may be held liable for contractual breach and/or suffer reputational damage, and our business, financial condition and results of operations may be materially and adversely impacted.

Transportation costs represent a significant portion of our total cost of coal. Any significant increase in our transportation costs could have a negative effect on the competitiveness of our coal and coal-related products, which may in turn have an adverse effect on our business, financial condition and results of operations.

— 63 — We are exposed to risk of large scale of receivables and advance payments.

With the rapid growth of our business, the advance payments to the upstream suppliers and account receivables from the downstream customers have increased accordingly, which results in the larger scale of receivables and advance payments accounting for higher percentage of our total assets. If the credit of our upstream and downstream clients declines significantly in the future, our business could be adversely affected due to the increase of the bad debt with respect to the large number of our receivables and advance payments.

We are exposed to risk related to the decrease in price of our inventory.

Our inventory mainly include coal, petroleum and chemical products. If there is high fluctuation in the price of coal, petroleum and chemical products or a significant decline of price due to government’s control in the price, our inventory value will decline which may materially and adversely affect our financial condition and results of operations.

We are exposed to risk related to the adjustment in policies concerning resource tax.

In recent years, the resources tax reform has been one of the priorities in the economic reform in China. In September 2011, the State Council amended the Provisional Regulation of the People’s Republic of China on Resource Tax (中華人民共和國資源稅暫行條例),whichprovidedadvaloremtax method or the fixed amount tax method for resource tax. The provisions adjusted the tax rates of resource tax for crude oil, natural gas and other energy products. On 9 October 2014, the MOF and the SAT jointly promulgated the Circular on the Issues concerning Implement of the Coal Resource Tax Reform (財政部、國家稅務總局關於實施煤炭資源稅改革的通知) to reform coal resource tax, under which the resource tax is levied on value-based calculation. In addition, on 14 April 2015, the SAT and the National Energy Administration issued the Announcement on the Implementation of the Favorable Policies on Coal Resource Tax (關於落實煤炭資源稅優惠政策若干事項的公告) to further specify the favorable policies concerning coal resource tax. On 9 October 2014, the MOF and the SAT further jointly issued the Circular on the Adjustment in the Resource Tax Rate of Oil and Natural Gas (財政部、國家稅務總局關於調整原油、天然氣資源稅有關政策的通知) to lift the resource tax to 6% for crude oil and natural gas. We have expanded into mining business, and the reform of resource tax will increase our operating costs, which may have an adverse effect on our profitability.

We cannot assure you that we will be able to obtain all necessary approvals, permits and licences for our energy business.

Pursuant to PRC Coal Industry Law (煤炭法) and other applicable laws and regulations in China, we are required to obtain or renew approvals, permits and licences with respect to our exploration activities, mining operations and environmental protection including but not limited to coal exploration permit, mining permit, safe production license and environmental impact assessment approval. Some of our subsidiaries are in the process of applying for the renewal of their coal operation qualification certificates. Pursuant to the Measures for the Administration of the Refined Oil Market (成品油市場管理辦法), we are also required to obtain Approval Certificate for the Wholesale of Refined Oil for operating our petroleum wholesale business and Approval Certificate for the Retail of Refined Oil for operating petroleum retail business.

If any of our exploration licenses, mining licences, coal trading licences, safety production licences, approval certificate for the wholesale or retail of refined oil or other certificates, approvals or permits are revoked, not renewed or not obtained, we could be required to cease relevant operations of our coal and petroleum businesses and be subject to administrative penalties. The loss of some or all of our certificates, approvals or permits may have a material adverse effect on our business, results of operations and financial condition.

— 64 — Our energy business is highly regulated and is extensively impacted by the policies and regulations of the PRC government. Any policy or regulatory changes may cause us to incur significant compliance costs.

We operate our energy business in a highly regulated industry. We are subject to extensive national, provincial and local governmental regulations, policies and controls, which regulate many aspects of China’s energy industry, including but not limited to the following:

. the granting and renewal of various certificates and permits necessary to conduct our energy business;

. production volume requirements;

. resource recovery rate requirements;

. transportation capacity on the national rail system and on the water system;

. pricing of coal transportation services;

. royalties, taxes, duties and fees; and

. environmental, safety and health standards.

Failure to comply with the relevant laws and regulations in our energy operations may result in substantial fines or even the suspension of our operations and thus adversely and materially affect our business, financial condition and results of operations. Additionally, there can be no assurance that the relevant government agencies will not change such laws or regulations or impose additional or more stringent laws or regulations. Compliance with such laws or regulations may require us to incur significant costs and invest additional resources.

Our energy business may be affected by the development of alternative energy sources and climate change.

We supply coal as fuel to, among others, the PRC thermal power generation industry and supply petroleum products to petroleum enterprises and gas stations. As a result, our coal and petroleum operations are affected by the demand and growth of the PRC thermal power industry and demand for petroleum products, which in turn are affected by the development of alternative energy sources, climate change and global environmental factors. If alternative combustion technologies develop, the demand for coal and petroleum products may decrease, which would materially and adversely affect the demand for our products.

In addition, coal and petroleum combustion generates significant greenhouse gas and other pollutants, and the effects of climate change resulting from global warming and increased pollution levels may provide incentives for governments to promote or invest in ‘‘green’’ energy technologies such as wind, solar, nuclear and biomass power plants, or to reduce their consumption of conventional energy sources such as coal and petroleum. While the majority of global energy consumption is from conventional energy sources, alternative energy industries are rapidly developing and are gradually gaining widespread acceptance. In particular, pursuant to the Thirteenth Five-Year Plan, the PRC government plans to continue to encourage the development of non-fossil fuel energy sources, such as wind power, solar power, biomass and geothermal energy from 2016 to 2020. As such, alternative energy industries may rapidly develop and gradually gain mainstream acceptance in the PRC and the rest of the world. If alternative energy technologies continue to develop and prove suitable for wide

— 65 — commercial application in the PRC and overseas, demand for conventional energy sources could gradually be reduced, which could have a material adverse effect on the coal and petroleum industry and, consequently, our business, results of operations and financial condition.

RISKS RELATING TO CONDUCTING BUSINESS IN CHINA

Changes in PRC economic, political and social conditions, as well as government policies, could have a material adverse effect on our business, prospects, financial condition and results of operations.

Substantially all of our business and operations are conducted in China. Accordingly, our business, prospects, financial condition and results of operations are, to a significant degree, subject to economic, political and social developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through allocation of resources, controlling payment of foreign currency denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Certain measures taken by the PRC government to guide the allocation of resources may benefit the overall economy of China but may, however, also have a negative effect on us. For example, our business, prospects, financial condition and results of operations may be adversely affected by government control over capital investments, changes in tax regulations that are applicable to us, change in interest rates and statutory reserve rates for banks or government control in bank lending activities.

Future fluctuations in the value of the Renminbi could have an adverse effect on our financial condition and results of operations.

While we conduct substantially all of our business operations in the PRC, we also derive foreign currencies denominated revenue. We convert Renminbi into foreign currencies to make investments and acquisitions overseas. A portion of our revenue, expenses and bank borrowings are denominated in U.S. dollar and other foreign currencies, although our functional currency is the Renminbi. As a result, fluctuations in exchange rates, particularly between the Renminbi, the Hong Kong dollar or the U.S. dollar, could affect our profitability and may result in foreign currency exchange losses of our foreign currency-denominated assets and liabilities.

The exchange rate of the Renminbi against the U.S. dollar and other currencies fluctuates and is affected by, among other things, changes in the PRC’s, as well as, international, political and economic conditions and the PRC government’s fiscal and currency policies. Since 1994, the conversion of the Renminbi into foreign currencies, including the Hong Kong dollar and the U.S. dollar, has been based on rates set daily by the PBOC, based on the previous business day’s inter-bank foreign exchange market rates and exchange rates in global financial markets. From 1994 to 20 July 2005, the official exchange rate for the conversion of the Renminbi to U.S. dollar was generally stable. On 21 July 2005, the PRC government adopted a more flexible managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band that is based on market supply and demand with reference to a basket of currencies. On 19 June 2010, the PBOC announced that the PRC government would reform the Renminbi exchange rate regime and increase the flexibility of the exchange rate. On 16 April 2012, the PBOC enlarged the previous floating band of the trading prices of the Renminbi against the U.S. dollar in the inter-bank spot foreign exchange market from 0.5% to 1%. On 14 March 2014, the PBOC further decided to expand the Renminbi floating band from 1% to 2%, in order to meet

— 66 — the demands of market development, increase the strength of the market-determined exchange rate and establish a market-based, managed floating exchange rate regime. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in further and more significant appreciation of the Renminbi against the U.S. dollar. We cannot assure you that the Renminbi will not experience significant appreciation against the U.S. dollar in the future. Any significant increase in the value of the Renminbi against foreign currencies could reduce the value of our foreign currency-denominated revenue and assets.

Under the Corporate Income Tax Law, or the CIT Law, an enterprise established outside of China with a ‘‘de facto management organisation’’ located within China will be considered a ‘‘resident enterprise’’, and consequently will be treated in a manner similar to a Chinese enterprise for CIT purposes. The implementing rules of the CIT Law define ‘‘de facto management’’ as ‘‘substantial and overall management and control over the production and operations, personnel, accounting, and properties’’ of the enterprise. However, it is still unclear how the PRC tax authorities will determine whether a non-PRC entity will be classified as a ‘‘resident enterprise’’. Although to date the Issuer has not been notified of its status for CIT purposes, there can be no assurance that the Issuer would not be considered to be a PRC resident enterprise. As described in ‘‘Taxation — PRC’’, if the Issuer were treated as a PRC resident enterprise, it would generally be subject to the PRC CIT at the rate of 25% on its worldwide taxable income. Furthermore, if the Issuer were treated as a PRC resident enterprise, interest paid by the Issuer to ‘‘non-resident enterprise’’ holders of the Notes may be treated as income derived from sources within China and be subject to PRC withholding tax at a rate of 10%, and capital gains realised by such holders of the Notes may be treated as income derived from sources within China and be subject to a 10% PRC tax. If the Issuer were treated as a PRC resident enterprise, interest or gains earned by non-resident individuals may be treated as income derived from sources within China and be subject to PRC income tax (which in the case of interest may be withheld at source by us) at a rate of 20%. These rates may be reduced by an applicable tax treaty. In addition, as the Guarantor is a PRC resident enterprise, payments in respect of interest under the Guarantee will be subject to withholding at a rate of 10% in the case of payments to non-PRC enterprises and 20% in the case of non-PRC individuals.

On 23 March 2016, the MOF and SAT jointly issued the Circular of Full Implementation of Business Tax to VAT Reform (Cai Shui [2016] No. 36) (關於全面推開營業稅改徵增值稅試點的通知(財稅[2016]36號)), which confirms that business tax has been completely replaced by VAT in PRC from 1 May 2016. VAT is applicable where entities or individuals provide services within the PRC. The services are treated as being provided within China where either the service provider or the service recipient is located in the PRC. The services subject to VAT include the provision of financial services such as the provision of loans. It is further clarified under Circular 36 that the ‘‘loans’’ refers to the activity of lending capital for another’s use and receiving the interest income thereon. The issuance of the Notes may be regarded as financial services by Noteholders and interests payments on the Notes may be subject to withholding of VAT if the Issuer is a PRC resident enterprise for PRC tax purposes in which case interest paid by the Issuer to a non-PRC Noteholder may be subject to withholding of VAT at a rate of 6% plus related surcharges. As the Guarantor is a PRC resident enterprise, payments in respect of interest under the Guarantee may also be subject to withholding of VAT. VAT is not applicable to any transfer of Notes between entities or individuals located outside of the PRC and therefore not applicable to gains realised upon such transfers of Notes, In the event that either the seller or buyer of Notes is located inside the PRC, pursuant to the Notice on Clarification of VAT Policies for Finance, Real Estate Development, Education Support Services etc. (關於明確金融、房地產開發、教育輔助服務等增值稅政策的通知)(the‘‘Circular 140’’) promulgated on 21 December 2016 and effective

— 67 — retroactively as of 1 May 2016, VAT is applicable to investment returns on contracts which undertake for fully recoverable principal, but is not applicable to non-principal-protected gains (非保本收益) from investments in financial products. As the circulars pertaining VAT are relatively new, the interpretation and enforcement of such laws and regulations involve uncertainties. Therefore, there is uncertainty as to the applicability of VAT if either the seller or buyer of the Notes is located inside the PRC.

If the Issuer (or the Guarantor, as the case may be) is required to withhold PRC tax on interest paid to its non-PRC Noteholders, it will be required, subject to certain exceptions, to pay such additional amounts as will result in receipt by a holder of a Note of such amounts as would have been received by the holder had no such withholding been required. The requirement to pay additional amounts will increase the cost of servicing interest payments on the Notes, and could have an adverse effect on the ability of the Issuer (or the Guarantor, as the case may be) to pay interest on, and repay the principal amount of, the Notes, as well as its profitability and cash flow.

In certain circumstances described in Condition 6(c) of the Terms and Conditions of the Notes, the Issuer may be able to redeem the Notes in whole, but not in part, in the event the Issuer is required to pay additional amounts mentioned above due to its being treated as a PRC resident enterprise under the CIT Law. The date on which the Issuer elects to redeem the Notes may not accord with the preference of particular Noteholders. In addition, a Noteholder may not be able to reinvest the redemption proceeds in comparable securities at the same rate of return of the Notes.

The legal system of the PRC is still developing and there are inherent uncertainties that may affect the protection afforded to our business.

Our business and operations in China are governed by the PRC legal system that is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since the late 1970s, the PRC government has promulgated laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. Some of the laws and regulations are still in the developmental stage and are therefore subject to policy changes. Many laws, regulations, policies and legal requirements have only been recently adopted by PRC central or local government agencies. As these laws, regulations and legal requirements are relatively recent, their interpretation and enforcement may involve significant uncertainties. The interpretation of PRC laws may be subject to domestic political and policy changes. For example, on 14 September 2015, the NDRC issued the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (國家發展改革委關於推進企業發行外債備案登記制管理改革的通知(發改外資[2015]2044號), the ‘‘NDRC Circular’’), which came into effect on the same date. According to the NDRC Circular, if a PRC enterprise or an offshore enterprise controlled by a PRC enterprise wishes to issue debt securities outside of the PRC with a maturity of more than one year, such enterprise must, in advance of issuing such debt securities, file certain prescribed documents with the NDRC and procure a registration certificate from the NDRC in respect of such issuance (the ‘‘Pre-Issuance Registration Certificate’’). In addition, the enterprise must also provide information on the issuance of the debt securities to the NDRC within 10 working days of the completion of the issue (the ‘‘Post-Issuance Filing’’). The NDRC Circular is a recent regulation and its interpretation may involve significant uncertainty. In addition, the administration of the NDRC Circular may be subject to a certain degree of executive and policy discretion by the NDRC. However, there is no assurance that the Company will be able to comply with the NDRC requirements to provide the notification of the particulars of the issue of the Notes to the NDRC within the prescribed timeframe. The NDRC Circular does not expressly state the legal consequences of non-compliance with such post- issue notification requirements, therefore there is no assurance that the failure to comply with the NDRC requirements would not result in any adverse consequences for the Issuer, the Company, the Notes or the investors in the Notes. There is also no assurance that the registration with the NDRC will not be revoked or amended in the future or that future changes in PRC laws and regulations will not have a

— 68 — negative impact on the performance or validity and enforceability of the Notes in the PRC. Potential investors of the Notes are advised to exercise due caution when making their investment decisions. We cannot predict the effect of future legal developments in China, including the promulgation of new laws, changes in existing laws or their interpretation or enforcement, or the pre-emption of local regulations by national laws. As a result, there is substantial uncertainty as to the legal protection available to us. Furthermore, due to the limited volume of published cases and the non-binding nature of prior court decisions, the outcome of dispute resolution may not be as consistent or predictable as in other more developed jurisdictions, which may limit the legal protection available to us. In addition, any litigation in China may be protracted and result in substantial costs and the diversion of resources and management attention. Our operations in China are subject to PRC regulations governing PRC companies. These regulations contain provisions that are required to be included in the articles of association of PRC companies and are intended to regulate the internal affairs of these companies.

It may be difficult to effect service of process upon, or to enforce against, us or our Directors or members of our senior management who reside in the PRC in connection with judgments obtained in non-PRC courts.

Most of our assets and our subsidiaries are located in China. In addition, all of our Directors and senior management reside within China, and the assets of our Directors and senior management may also be located within China. As a result, it may not be possible to effect service of process outside China upon most of our Directors and senior management, including for matters arising under applicable securities law. A judgment of a court of another jurisdiction may be reciprocally recognised or enforced if the jurisdiction has a treaty with China or if judgments of the PRC courts have been recognised before in that jurisdiction, subject to the satisfaction of other requirements. However, China does not have treaties providing for the reciprocal enforcement of judgments of courts with Japan, the United Kingdom, the United States and many other countries. In addition, Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, recognition and enforcement in the PRC or Hong Kong of judgments from various jurisdictions is uncertain.

We face risks related to force majeure events, natural disasters, health epidemics and other outbreaks, which could significantly affect our operations.

Our business could be materially and adversely affected by natural disasters or the outbreak of avian influenza, severe acute respiratory syndrome (‘‘SARS’’), or other epidemics. On 12 May 2008, 14 April 2010 and 20 April 2013, severe earthquakes hit part of Sichuan province in southwest China and part of Qinghai province in west China, resulting in significant casualties and property damage. If a similar disaster were to occur in the future, particularly in regions where we operates, our operations could be materially and adversely affected due to loss of personnel, damage to property or decreased demand for our products.

In April 2009, a new strain of influenza A virus subtype H1N1 was discovered and quickly spread across the world, including to China. In July 2009, the World Health Organization declared the outbreak to be a pandemic, while noting that most of the illnesses were of moderate severity. More recently, human infections of the latest avian influenza strain, H7N9 flu, have begun to appear in different regions in China. Any outbreak of avian influenza, SARS, influenza A (H1N1), H7N9 or other adverse public health developments, could adversely affect the overall business sentiment and environment in China and the world, which in turn may lead to slower overall economic growth in China and the world. Any contraction or slowdown in the economic growth of China and the world could adversely affect our business, financial condition, results of operations and growth prospects. In addition, if any of our employees is infected or affected by any severe communicable disease, it could adversely affect or disrupt our operations, as we may be required to close some or all of our business to prevent the spread

— 69 — of the disease. The spread of any severe communicable disease in China may also affect our customers and suppliers, which could in turn adversely affect our business, financial condition, results of operations and growth prospects.

Our ability to secure new projects may be materially and adversely affected by policies and regulations introduced by the PRC government which have the effect of restricting investment in the PRC real estate industry.

In recent years, the PRC government has introduced a number of policies and regulations aiming for regulating overseas investment in the real estate industry in the PRC, which is perceived to result from foreign equity and debt financing of real estate developments. On 23 May 2007, MOFCOM and SAFE jointly issued the Circular on Further Strengthening and Standardizing the Examination, Approval and Regulation of Direct Investment in Real Property by Foreign Investor (商務部、國家外匯管理局關於進一步加強、規範外商直接投資房地產業審批和監管的通知). Such notice, among other things, regulates the establishment of a ForeignInvestedRealPropertyEnterprise(‘‘FIRPE’’)inthePRCbya foreign investor, by requiring additional filing procedures with MOFCOM. Further, on 10 July 2007, SAFE issued the Notice concerning Issuance of the List of Foreign-invested Real Estate Projects (First Batch) having been Filed with the Ministry of Commerce issued by the General Division of State Administration of Foreign Exchange (‘‘Notice 130’’)(國家外匯管理局綜合司關於下發第一批通過商務部備案的外商投資房地產項目名單的通知) which further restricts the ability of a FIRPE to increase its registered capital and apply for foreign exchange registrations after June 2007. FIRPEs that obtain a certificate of approval for increasing their registered capital will be required to complete MOFCOM filing procedures. On 11 May 2013, SAFE promulgated the Provisions on Foreign Exchange Administration over Direct Investment Made by Foreign Investors in China (Hui Fa [2013] No. 21) (‘‘Circular 21’’)(外國投資者境內直接投資外匯管理規定)(匯發[2013]21號), which replaced Notice 130 among other things and refined the corresponding SAFE registration of foreign investment including FIRPE. In addition, on 13February 2015, the SAFE promulgated the Notice on Further Simplifying and Improving Foreign Exchange Administration Policies for Direct Investment (Hui Fa [2015] No. 13) (關於進一步簡化和改進直接投資外匯管理政策的通知)(匯發[2015]13號)(‘‘Circular 13’’), which will replace Circular 21 from 1 June 2015. Under Circular 13, foreign exchange registration for foreign direct investment and outbound direct investment will be exempted from the approval by the SAFE and the registration rights will be delegated from the SAFE to the qualified banks. If we fail to obtain approvals and complete the filing requirements for increasing the registered capital of our existing FIRPEs in the PRC or for establishing new FIRPEs in the PRC, our overseas subsidiaries may be unable to inject the proceeds of the offshore financing into the PRC, which could materially and adversely affect funding of our business and our ability to timely perform the payment obligations under the Notes.

RISKS RELATING TO THE NOTES ISSUED UNDER THE PROGRAMME

Risks Relating to the Notes and the Guarantee

The Notes and the Guarantee are unsecured obligations.

As the Notes and the Guarantee are unsecured obligations, the repayment of the Notes and the payment under Guarantee may be adversely affected if:

. the Issuer or the Guarantor enters into bankruptcy, liquidation, reorganisation or other winding-up proceedings;

. there is a default in payment under the Issuer’sortheGuarantor’s future secured indebtedness or other unsecured indebtedness; or

— 70 — . there is an acceleration of any of the Issuer’sortheGuarantor’s indebtedness.

If any of these events were to occur, the Issuer’sortheGuarantor’s assets may not be sufficient to pay amounts due on the Notes.

The Issuer or the Guarantor may not be able to redeem the Notes upon the due date for redemption thereof.

Following the occurrence of a Relevant Event (as defined in the Terms and Conditions of the Notes), the Issuer may, at the option of any Noteholder, be required to redeem all, but not some only, of such Holder’s Notes at 101% (in the case of a redemption for a Change of Control) or 100% (in the case of a redemption for a No Registration Event) of their principal amount, together in each case with accrued interest. If such an event were to occur, the Issuer may not have sufficient cash in hand and may not be able to arrange financing to redeem the Notes in time, or on acceptable terms, or at all. There is also no assurance that the Guarantor would have sufficient liquidity at such time to make the required redemption of the Notes. The ability to redeem the Notes in such event may also be limited by the terms of other debt instruments. The Issuer’s and the Guarantor’s failure to repay, repurchase or redeem tendered Notes could constitute an event of default under the Notes, which may also constitute a default under the terms of the Issuer’s, the Guarantor’s or the Group’s other indebtedness.

If the Issuer is unable to comply with the restrictions and covenants in its debt agreements (if any), or the Notes, there could be a default under the terms of these agreements, or the Notes, which could cause repayment of the Issuer’s debt to be accelerated.

If the Issuer is unable to comply with the restrictions and covenants in the Notes, or current or future debt obligations and other agreements (if any), there could be a default under the terms of these agreements. In the event of a default under these agreements, the holders of the debt could terminate their commitments to lend to the Issuer, accelerate repayment of the debt, declare all amounts borrowed due and payable or terminate the agreements, as the case may be. Furthermore, some of the debt agreements of the Issuer, contain cross-acceleration or cross-default provisions. As a result, the default by the Issuer under one debt agreement may cause the acceleration of repayment of debt, including the Notes, or result in a default under its other debt agreements, including the Notes. If any of these events occur, there can be no assurance that the Group’sassetsandcashflowswouldbesufficienttorepayin full all of the Issuer’s indebtedness, or that it would be able to find alternative financing. Even if the Issuer could obtain alternative financing, there can be no assurance that it would be on terms that are favourable or acceptable to the Issuer.

If the Guarantor fails to complete the SAFE registration in connection with the Guarantee within the time period prescribed by SAFE, there may be logistical hurdles for cross-border payment under the Guarantee.

Pursuant to the Deed of Guarantee, the Guarantor will unconditionally and irrevocably guarantee the due payment of all sums expressed to be payable by the Issuer under the Notes and the Trust Deed. The Guarantor is required to submit the Deed of Guarantee to the local SAFE for registration in accordance with, and within the time period prescribed by, the Foreign Exchange Administration Rules on Cross-border Security following the issuance of each series of the Notes under the Programme. Although the non-registration does not render the Guarantee ineffective or invalid under PRC law, SAFE may impose penalties on the Guarantor if registration is not carried out within the stipulated time frame. The Guarantor intends to register the Guarantee as soon as practicable and in any event before the Registration Deadline (being 60 Registration Business Days after the issuance date of each series of the Notes under the Programme). In addition, if the Guarantor fails to complete the SAFE registration following the issuance of each series of the Notes under the Programme, for holders of the relevant Notes who choose not to exercise their option to require the Issuer to redeem their Notes upon the No

— 71 — Registration Event (as defined in the Terms and Conditions of the Notes), there may be logistical hurdles at the time of remittance of funds (if any cross-border payment is to be made by the Guarantor under the Guarantee) as domestic banks may require evidence of SAFE registration in connection with the Deed of Guarantee in order to effect such remittance, although this does not affect the validity of the Guarantee itself.

The liquidity and price of the Notes following their offering may be volatile.

The price and trading volume of the Notes may be highly volatile. Factors such as variations in the revenues, earnings and cash flows of the Group and proposals of new investments, strategic alliances and/or acquisitions, interest rates and fluctuations in prices for comparable companies could cause the price of the Notes to change. Any such developments may result in large and sudden changes in the volume and price at which the Notes will trade. There can be no assurance that these developments will not occur in the future.

Developments in other markets may adversely affect the market price of the Notes.

The market price of the Notes may be adversely affected by declines in the international financial markets and world economic conditions. The market for the Notes is, to varying degrees, influenced by economic and market conditions in other markets, especially those in Asia. Although economic conditions are different in each country, investors’ reactions to developments in one country can affect the securities markets and the securities of issuers in other countries, including China. Since the sub- prime mortgage crisis in 2008, the international financial markets have experienced significant volatility. If similar developments occur in the international financial markets in the future, the market price of the Notes could be adversely affected.

A trading market for the Notes may not develop.

The Notes are a new issue of securities for which there is currently no trading market unless in the case of any particular Tranche, such Tranche is to be consolidated with and form a single series with a Tranche of Notes which is already issued. There can be no assurance as to the liquidity of the Notes or that an active trading market will develop. If such a market were to develop, the Notes could trade at prices that may be higher or lower than the initial issue price depending on many factors, including prevailing interest rates, the Group’s operations and the market for similar securities. The Dealers are not obligated to make a market in the Notes and any such market making, if commenced, may be discontinued at any time at the sole discretion of the Dealers.

We have experienced downgrade on our corporate credit ratings and the ratings of the Notes may be downgraded or withdrawn.

In April 2016, S&P downgraded the Company’s corporate rating from ‘‘BBB-’’ to ‘‘BB’’.InMay 2016, Moody’s downgraded the Company’s corporate rating from ‘‘Baa3’’ to ‘‘Ba1’’. In June 2016, Fitch downgraded the Company’s long-term foreign- and local-currency issuer default ratings (IDR) to ‘‘BB+’’ from ‘‘BBB-’’. Fitch has also downgraded the Company’s senior unsecured rating and the ratings of all outstanding bonds to ‘‘BB+’’ from ‘‘BBB-’’. We cannot assure you that we will not experience further downgrades on our ratings.

One or more independent credit rating agencies may assign credit ratings to an issue of Notes. The ratings represent the opinions of the rating agencies and their assessment of the ability of the Issuer to perform its obligations under the Notes and credit risks in determining the likelihood that payments will be made when due under the Notes. A rating is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction or withdrawn at any time. The Issuer is not obligated to inform

— 72 — holders of the Notes if the ratings are lowered or withdrawn. A reduction or withdrawal of the ratings of the Issuer or the Company or the ratings of the Notes may adversely affect the market price of the Notes and the Issuer’s ability to access the debt capital markets.

The insolvency laws of the British Virgin Islands, the PRC and other local insolvency laws may differ from those of another jurisdiction with which the holders of the Notes are familiar.

As the Issuer was incorporated under the laws of the British Virgin Islands and the Guarantor was incorporated under the laws of the PRC, any insolvency proceeding relating to the Issuer or, as the case may be, the Guarantor would likely involve British Virgin Islands insolvency laws or PRC insolvency laws, the procedural and substantive provisions of which may differ from comparable provisions of the local insolvency laws of jurisdictions with which the holders of the Notes are familiar.

Additional procedures may be required to be taken to bring English law governed matters or disputes to the Hong Kong courts. There is also no assurance that the PRC courts will recognize and enforce judgments of the Hong Kong courts in respect of English law governed matters or disputes.

The Notes, the Trust Deed and the Agency Agreement are governed by English law, whereas parties to these documents have submitted to the exclusive jurisdiction of the Hong Kong courts. In order to hear English law governed matters or disputes, Hong Kong courts may require certain additional procedures to be taken. Although under the ‘‘Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements between Parties Concerned’’, judgments of Hong Kong courts are likely to be recognised and enforced by the PRC courts where the contracting parties to the transactions pertaining to such judgments have agreed to submit to the exclusive jurisdiction of Hong Kong courts, albeit in limited circumstances, the PRC courts could refuse to recognize and enforce a Hong Kong court judgment on the ground of the social and public interest of the PRC. While it is expected that the PRC courts will recognise and enforce a judgment given by Hong Kong courts in relation to documents governed by English law, there is no established practice in this area yet.

The Notes may not be a suitable investment for all investors.

Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Offering Circular, any applicable supplement to this Offering Circular or any Pricing Supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;

(iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and

— 73 — (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Some Notes may be complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to the purchaser’s overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor’s overall investment portfolio. Additionally, the investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.

There may be less publicly available information about us than is available in certain other jurisdictions.

As the Company has issued bonds in the PRC, it is required to publish annual and interim financial statements in Chinese so long as such bonds are outstanding. Other than such requirement, each of the Issuer and the Company are private companies and they are not required under the BVI or PRC laws and regulations to publish their financial statements or make periodical public announcements. Therefore there is limited publicly available information about the Issuer and the Company. In addition, the financial information of the Company included in this Offering Circular has been prepared in accordance with PRC GAAP which differs in certain respects from U.S. GAAP and generally accepted accounting principles in other jurisdictions, which might be material to the financial information contained in this Offering Circular.

Exchange rate risks and exchange controls may result in investors receiving less interest or principal than expected.

The Issuer will pay principal and interest on the Notes in the currency specified in the relevant Pricing Supplement (the ‘‘Specified Currency’’). This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’sCurrency’’) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency equivalent yield on the Notes, (2) the Investor’s Currency equivalent value of the principal payable on the Notes and (3) the Investor’s Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

The Trustee may request holders of the Notes to provide an indemnity and/or security and/or prefunding to its satisfaction.

In certain circumstances, including without limitation the giving of notice to the Issuer pursuant to Condition 10 of the Terms and Conditions of the Notes and the taking of enforcement steps pursuant to Condition 12 of the Terms and Conditions of the Notes, the Trustee may, at its sole discretion, request holders of the relevant Notes to provide an indemnity and/or security and/or prefunding to its satisfaction before it takes actions on behalf of holders of such Notes. The Trustee shall not be obliged to take any such actions if not indemnified and/or secured and/or prefunded to its satisfaction.

— 74 — Negotiating and agreeing to an indemnity and/or security and/or prefunding can be a lengthy process and may impact on when such actions can be taken. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity or security or prefunding to it, in breach of the terms of the Trust Deed (as defined in the Terms and Conditions of the Notes) or the Terms and Conditions of the Notes or in circumstances where there is uncertainty or dispute as to the applicable laws or regulations and, to the extent permitted by the agreements and the applicable law, it will be for the holders of the relevant Notes to take such actions directly.

Decisions that may be made on behalf of all holders of the Notes may be adverse to the interests of individual holders of the Notes.

The Terms and Conditions of the Notes contain provisions for calling meetings of holders of the relevant Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders of the relevant Notes including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. Furthermore, there is a risk that the decision of the majority of holders of the relevant Notes may be adverse to the interests of the individuals.

Changes in market interest rates may adversely affect the value of Fixed Rate Notes.

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of Fixed Rate Notes.

The Notes may be represented by Global Notes or Global Certificates and holders of a beneficial interest in a Global Note or Global Certificate must rely on the procedures of the relevant Clearing System(s).

Notes issued under the Programme may be represented by one or more Global Notes or Global Certificates. Such Global Notes and Global Certificates will be deposited with a common depositary for Euroclear and Clearstream or lodged with the CMU (each of Euroclear, Clearstream and the CMU, a ‘‘Clearing System’’). Except in the circumstances described in the relevant Global Note or Global Certificate, investors will not be entitled to receive definitive Notes. The relevant Clearing System(s) will maintain records of the beneficial interests in the Global Notes. While the Notes are represented by one or more Global Notes or Global Certificates, investors will be able to trade their beneficial interests only through the Clearing Systems.

While the Notes are represented by one or more Global Notes or Global Certificates, the Issuer will discharge its payment obligations under the Notes by making payments to the relevant Clearing System for distribution to their account holders or, in the case of the CMU, to the persons for whose account(s) interests in such Global Note or Global Certificate are credited as being held in the CMU in accordance with the CMU Rules as notified by the CMU to the Issuer in a relevant CMU Instrument Position Report or any other notification by the CMU.

A holder of a beneficial interest in a Global Note or Global Certificate must rely on the procedures of the relevant Clearing System(s) to receive payments under the relevant Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes or Global Certificates.

Holders of beneficial interests in the Global Notes or Global Certificates will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant Clearing System(s) to appoint appropriate proxies. Similarly, holders of beneficial interests in the Global Notes or Global Certificates will not have a direct right

— 75 — under the respective Global Notes or Global Certificates to take enforcement action against the Issuer in the event of a default under the relevant Notes but will have to rely upon their rights under the Trust Deed.

Noteholders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

In relation to any issue of Notes which have a denomination consisting of a minimum Specified Denomination (as defined in the Terms and Conditions of the Notes) plus a higher integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of such minimum Specified Denomination. In such a case a Noteholder who, as a result of trading such amounts, holds a principal amount of less than the minimum Specified Denomination will not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Specified Denominations. If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

The Issuer has no business activities of its own and will be dependent on funds from the Group to make payments under the Notes.

The Issuer was established by the Group specifically for the purpose of issuing debt securities and will on-lend the entire proceeds from the issue of the Notes to the Guarantor and/or other members of the Group. The Issuer does not and will not have any assets other than such loan receivables and its ability to make payments under the Notes will depend on its receipt of timely payments under such loan agreement or other financing arrangements with the Guarantor and/or other members of the Group.

Risks Relating to the Structure of a Particular Issue of Notes under the Programme

A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of certain such features:

Dual Currency Notes have features which are different from single currency issues.

The Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:

(i) the market price of such Notes may be volatile;

(ii) they may receive no interest;

(iii) payment of principal or interest may occur at a different time or in a different currency than expected; and

(iv) the amount of principal payable at redemption may be less than the nominal amount of such Notes or even zero.

Failure by an investor to pay a subsequent instalment of partly-paid Notes may result in an investor losing all of its investment.

The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalments could result in an investor losing all of its investment.

— 76 — The market price of variable rate Notes with a multiplier or other leverage factor may be volatile.

Notes with variable interest rates can be volatile securities. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include such features.

Inverse Floating Rate Notes are typically more volatile than conventional floating rate debt.

Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as the London Interbank Offered Rate (‘‘LIBOR’’). The market values of such Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Notes carrying an interest rate which may be converted from fixed to floating interest rates and vice- versa, may have lower market values than other Notes.

Fixed Rate Notes and Floating Rate Notes (as defined in the Terms and Conditions of the Notes) may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer’s ability to convert the interest rate will affect the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.

The market prices of Notes issued at a substantial discount or premium tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities.

The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Investors may lose part or all of their investment in any Index-Linked Notes issued.

If, in the case of a particular Tranche of Notes, the relevant Pricing Supplement specifies that the Notes are Index-Linked Notes or variable redemption amount Notes, there is a risk that the investor may lose the value of its entire investment or part of it.

We may be able to redeem the Notes prior to maturity.

We may be able to redeem a series of the Notes at our option on a date prior to the maturity date if the relevant Pricing Supplement specifies this optional redemption. The optional redemption feature of a series of the Notes may limit the market value of such Notes. During any period when we may elect to redeem the Notes, the market value of the Notes may not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

— 77 — We may also be expected to redeem the Notes with optional redemption feature when our cost of borrowing is lower than the interest rate on the Notes. At those times, an investor may not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

RISKS RELATING TO RENMINBI-DENOMINATED NOTES

Notes denominated in Renminbi (‘‘Renminbi Notes’’) may be issued under the Programme. Renminbi Notes contain particular risks for potential investors.

Renminbi is not freely convertible; there are significant restrictions on remittance of Renminbi into and outside the PRC.

Renminbi is not freely convertible at present. The PRC government continues to regulate conversion between Renminbi and foreign currencies, including the Hong Kong dollar, despite the significant reduction over the years by the PRC government of control over routine foreign exchange transactions under current accounts. Participating banks in Hong Kong have been permitted to engage in the settlement of Renminbi trade transactions under a pilot scheme introduced in July 2009. This represents a current account activity. The pilot scheme was extended in June 2010 to cover 20 provinces and cities in the PRC and to make Renminbi trade and other current account item settlement available in all countries worldwide. It was further extended in August 2011 to cover all provinces and cities in the PRC. The Renminbi trade settlements under the pilot scheme have become one of the most significant sources of Renminbi funding in Hong Kong.

On 12 October 2011, the MOFCOM promulgated the Circular on Issues in relation to Cross- border Renminbi Foreign Direct Investment (商務部關於跨境人民幣直接投資有關問題的通知)(the ‘‘MOFCOM RMB FDI Circular’’). Pursuant to the MOFCOM RMB FDI Circular, prior written consent from the appropriate office of MOFCOM and/or its local counterparts (depending on the size and the relevant industry of the investment) is required for Renminbi foreign direct investments (‘‘RMB FDI’’). The MOFCOM RMB FDI Circular also requires that the proceeds of RMB FDI may not be used towards investment in securities, financial derivatives or entrustment loans in the PRC, except for investments in PRC domestic listed companies through private placements or share transfers by agreement. On 3 December 2013, MOFCOM promulgated the Announcement on Issues in relation to Cross-border Renminbi Foreign Direct Investment (關於跨境人民幣直接投資有關問題的公告)(the ‘‘Announcement’’). The Announcement became effective and was implemented on 1 January 2014. According to the Announcement, foreign-invested enterprises shall not use the capital invested through RMB FDI to directly or indirectly invest in securities, financial derivatives (except for strategic investment in listed companies) or entrustment loans in the PRC. The MOFCOM RMB FDI Circular ceased to be effective on the same date of the implementation of the Announcement.

On 13 October 2011, Measures on Administration of Renminbi Settlement in relation to Foreign Direct Investment (外商直接投資人民幣結算業務管理辦法)(the‘‘PBOC RMB FDI Measures’’) issued by the PBOC set out operating procedures for PRC banks to handle Renminbi settlement relating to RMB FDI and borrowing by foreign invested enterprises of offshore Renminbi loans. Prior to the PBOC RMB FDI Measures, cross-border Renminbi settlement for RMB FDI required approvals from the PBOC on a case-by-case basis. The new rules replace the PBOC approval requirement with a less onerous post- event registration and filing requirement. Under the new rules, foreign invested enterprises (whether established or acquired by foreign investors) need to (i) register their corporate information within 10 working days after obtaining the business licenses for the purpose of Renminbi settlement, and (ii) make post-event registration or filing with the PBOC of any changes in registration information or in the event of increase or decrease of registered capital, equity transfer or replacement, merger, division or other material changes. On 14 June 2012, the PBOC promulgated the Notice concerning Clarification of

— 78 — Renminbi Settlement in relation to Foreign Direct Investment (關於明確外商直接投資人民幣結算業務操作細則的通知)(the‘‘PBOC Notice 2012’’), which provides more detailed requirements with respect to all accounts concerning capital injection, payment of purchase price in the merger and acquisition of PRC domestic enterprises, remittance of dividends and distribution, as well as Renminbi denominated cross-border loans. Foreign investors, foreign enterprises and domestic shareholders must check and clarify all the existing Renminbi accounts and provide supplementary documents to open an account or modify the information within three months after the promulgation of the PBOC Notice 2012. For those who have more than one preliminary expense account (前期費用專用存款賬戶), capital account (資本金專用存款賬戶), merger and acquisition account (併購專用存款賬戶) or equity transfer account (股權轉讓專用存款賬戶), they are required to choose one of them and close all other accounts. The funds in the accounts for Renminbi capital and Renminbi denominated cross-border loan (資本金專用存款賬戶及人民幣境外借款一般存款賬戶) shall not be used for investment in securities, financial derivatives, entrusted loans, financial products or properties of non-self use. In addition, the foreign-invested non- investment enterprises shall not use the funds in the Renminbi capital account and Renminbi denominated cross-border loan account (資本金專用存款賬戶及人民幣境外借款一般存款賬戶)forre- investment in the PRC.

On 10 May 2013, SAFE promulgated the Provisions on Foreign Exchange Administration over Direct Investment Made by Foreign Investors in China (外國投資者境內直接投資外匯管理規定)(the ‘‘Circular 21’’), which became effective on 13 May 2013. According to the SAFE Provisions, a foreign invested enterprise that needs to remit funds abroad due to capital reduction, liquidation, advance recovery of investment, profit distribution, etc. may purchase foreign exchange and make external payment with the relevant bank after going through corresponding registration.

On 3 December 2013, MOFCOM promulgated the Announcement on Issues in relation to Crossborder Renminbi Foreign Direct Investment (關於跨境人民幣直接投資有關問題的公告)(the ‘‘Announcement’’), which became effective and implemented from 1 January 2014. According to the Announcement, foreign-invested enterprises shall not use the capital invested through Renminbi FDI to directly or indirectly invest in securities, financial derivatives (except for strategic invest in listed companies) or entrustment loans in the PRC. The MOFCOM RMB FDI Circular ceased to be effective from the date of the implementation of the Announcement.

On 10 January 2014, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further Improving and Adjusting the Policies on Capital Account Foreign Exchange Administration (關於進一步改進和調整資本項目外匯管理政策的通知) which allows a domestic enterprise to lend to overseas enterprises with equity affiliation, provided that the domestic enterprise shall register the quotas of overseas lending with SAFE branch, and the cumulative overseas loan amount may not exceed 30% of its owners’ equity; if the loan amount exceed the said percentage, the SAFE branch shall decide on a case by case basis.

On 13 February 2015, the SAFE promulgated Circular 13 to simplify foreign exchange rules for cross-border investments. According to Circular 13, foreign exchange registration for foreign direct investment and outbound direct investment will be exempted from the approval by the SAFE and the registration rights will be delegated from the SAFE to the qualified banks from 1 June 2015. Under the Circular 13, foreign investors could open foreign exchange accounts in qualified banks directly after providing the banks with registration documents, with no need to obtain separate government approval. By Circular 13, such qualified banks will administer foreign exchange transactions according to the registration information provided by the parties and the SAFE will indirectly supervise foreign exchange registration by verifying and inspecting the qualified banks.

— 79 — (‘‘Circular 19’’), which will relax the capital account settlement for all foreign invested enterprises across the nation from 1 June 2015. According to Circular 19, Circular 142 and Circular 36 will cease to be effective on the same date of the implementation of Circular 19. On 9 June 2016, the SAFE further promulgated the Circular of the SAFE on Relevant Issues Concerning the Reform and Regulation of the Administrative Policies of the Conversion under Capital Items (國家外匯管理局關於改革和規範資本專案結匯管理政策的通知)(‘‘Circular 16’’). According to Circular 16, in case of any discrepancy between Circular 19 and Circular 16, Circular 16 shall prevail. Circular 16 allows all foreign invested enterprises across the PRC to convert 100 per cent. (subject to future adjustment at discretion of SAFE) of the foreign currency capital (which has been processed through the SAFE’s equity interest confirmation procedure for capital contribution in cash or registered by a bank on the SAFE’s system for account- crediting for such capital contribution) into Renminbi at their own discretion without providing various supporting documents. However, to use the converted Renminbi, a foreign invested enterprise still needs to provide supporting documents and go through the review process with the banks for each withdrawal. A negative list with respect to the usage of the capital and the Renminbi proceeds through the aforementioned settlement procedure is set forth under the Circular 16.

In addition, pursuant to the Notice of State Administration of Foreign Exchange on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control (國家外匯管理局關於進一步推進外匯管理改革完善真實合規性審核的通知)(‘‘Circular No. 3 [2017]’’) promulgated on 26 January 2017, when conducting outward remittance of a sum equivalent to more than U.S.$50,000 for a domestic institution, the bank shall, under the principle of genuine transaction, check the profit distribution resolution made by the board of directors (or profit distribution resolution made by partners), original of tax filing form and audited financial statements, and stamp with the outward remittance sum and date on the original of tax filing form. In addition, the domestic institution shall make up its losses of previous years under the applicable laws. On 24 March 2017 and 27 April 2017, the SAFE respectively posted two series of questions and answers on its official website, in order to further explain the Circular No. 3 [2017].

As new regulations, they will be subject to interpretation and application by the relevant PRC authorities. There is no assurance that the PRC government will continue to gradually liberalise control over cross-border Renminbi remittances in the future or that new PRC regulations will not be promulgated in the future which have the effect of restricting the remittance of Renminbi into or outside the PRC. In the event that the Group is not able to repatriate funds outside the PRC in Renminbi, the Issuer will need to source Renminbi offshore to finance their respective obligations under Renminbi Notes, and its ability to do so will be subject to the overall availability of Renminbi outside the PRC.

There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of Renminbi Notes and the Issuer’s ability to source Renminbi outside the PRC to service such Renminbi Notes.

As a result of the restrictions by the PRC government on cross-border Renminbi fund flows, the availability of Renminbi outside the PRC is limited. Since February 2004, in accordance with arrangements between the PRC central government and the Hong Kong government, licenced banks in Hong Kong may offer limited Renminbi-denominated banking services to Hong Kong residents and specified business customers. The PBOC has also established a Renminbi clearing and settlement system for participating banks in Hong Kong. On 19 July 2010, further amendments were made to the Settlement Agreement on the Clearing of Renminbi Business (關於人民幣業務的清算協議)(the ‘‘Settlement Agreement’’) between the PBOC and Bank of China (Hong Kong) Limited (the ‘‘RMB Clearing Bank’’) to further expand the scope of Renminbi business for participating banks in Hong Kong.

— 80 — Pursuant to the revised arrangements, all corporations are allowed to open Renminbi accounts in Hong Kong; there is no longer any limit (other than as provided in the following paragraph) on the ability of corporations to convert Renminbi; and there will no longer be any restriction on the transfer of Renminbi funds between different accounts in Hong Kong.

However, the current size of Renminbi-denominated financial assets outside the PRC is limited. In addition, participating banks are also required by the Hong Kong Monetary Authority to maintain a Renminbi liquidity ratio of not less than 25 per cent. (computed on the same basis as the statutory liquidity ratio), which further limits the availability of Renminbi that participating banks can utilise for conversion services for their customers. Renminbi business participating banks do not have direct Renminbi liquidity support from the PBOC. The RMB Clearing Bank only has access to onshore liquidity support from the PBOC to square open positions of participating banks for limited types of transactions, including open positions resulting from conversion services for corporations relating to cross-border trade settlement and for Hong Kong residents of up to RMB20,000 per person per day. The RMB Clearing Bank is not obliged to square for participating banks any open positions resulting from other foreign exchange transactions or conversion services and the participating banks will need to source Renminbi from the offshore market to square such open positions.

Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange. There is no assurance that new PRC regulations will not be promulgated or the Settlement Agreement will not be terminated or amended in the future which will have the effect of restricting availability of Renminbi offshore. The limited availability of Renminbi outside the PRC may affect the liquidity of Renminbi Notes. To the extent the Issuer is required to source Renminbi in the offshore market to service Renminbi Notes, there is no assurance that the Issuer will be able to source such Renminbi on satisfactory terms, if at all.

Investment in Renminbi Notes is subject to exchange rate risks.

The value of the Renminbi against the U.S. dollar and other foreign currencies fluctuates and is affected by changes in the PRC, by international political and economic conditions and by many other factors. All payments of interest and principal will be made with respect to Renminbi Notes in Renminbi. If an investor measures its investment returns by reference to a currency other than Renminbi, an investment in the Renminbi Notes entails foreign exchange related risks, including possible significant changes in the value of Renminbi relative to the currency by reference to which an investor measures its investment returns. Depreciation of the Renminbi against such currency could cause a decrease in the effective yield of the Renminbi Notes below their stated coupon rates and could result in a loss when the return on the Renminbi Notes is translated into such currency. In addition, there may be tax consequences for investors as a result of any foreign currency gains resulting from any investment in Renminbi Notes.

Payments in respect of Renminbi Notes will only be made to investors in the manner specified in such Renminbi Notes.

All payments to investors in respect of Renminbi Notes will be made solely by (i) when Renminbi Notes are represented by Global Notes or Global Certificates, transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing Euroclear, Clearstream or CMU rules and procedures (as applicable), or (ii) when Renminbi Notes are in definitive form, transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and regulations. The Issuer cannot be required to make payment by any other means (including in any other currency or in bank notes, by cheque or draft or by transfer to a bank account in the PRC).

— 81 — USE OF PROCEEDS

The net proceeds from the issue of each Tranche of Notes will be applied by the Issuer for investment in offshore projects in compliance with relevant regulations issued by the SAFE. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Pricing Supplement.

— 82 — CAPITALISATION AND INDEBTEDNESS

The following table sets forth the Company’s consolidated capitalisation and indebtedness at 31 December 2016 on an actual basis. The following table should be read in conjunction with the Company’s consolidated financial statements for the year ended 31 December 2016 included in this Offering Circular.

At 31 December 2016 Actual RMB U.S.$ in millions

Short-term Borrowings(1) 96,243.9 13,887.9 Long-term borrowings(2) — Long-term borrowings 153,031.8 22,041.2 — Bonds payable 36,458.9 5,251.2 Total long-term borrowings 189,490.7 27,292.4 Total Equity(3) 52,546.4 7,568.3 Total Capitalisation(4) 242,037.1 34,860.7

Notes:

(1) Short-term borrowings include short-term loans, takings from banks and other financial institutions, long-term borrowings due within one year and other current liabilities.

(2) Long-term borrowings exclude the current portion of long-term borrowings.

(3) Total equity includes share capital, reserves and minority interest.

(4) Total capitalisation equals total long-term borrowings (excluding the current portion of long-term borrowings) and total equity.

Our borrowings, including short-term borrowings(1) and long-term borrowings(2), decreased by RMB1,981.2 million from 1 January 2017 to 31 March 2017.

Except as otherwise disclosed above and the indebtedness we incur from time to time in the ordinary course of business to fund our operations, there has been no material change in the consolidated capitalisation and indebtedness of the Company since 31 December 2016.

— 83 — DESCRIPTION OF THE ISSUER

Overview

The Issuer was incorporated in the British Virgin Islands as a company limited by shares on 11 June 2014 under the BVI BC Act (company number: 1827602). The registered office of the Issuer is at Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands. As at the date of this Offering Circular, the Issuer is authorised to issue a maximum of 50,000 shares of U.S.$1.00 par value each and the issued share capital of the Issuer is U.S.$50,000. The Issuer is an indirect subsidiary of the Guarantor and the Guarantor indirectly holds 100% of the voting rights of the issued share capital of the Issuer.

Business Activities

On 3 July 2014, the Issuer issued the 2014 July Bonds. As at the date of this Offering Circular, all of the principal amount of the 2014 July Bonds remains outstanding. The Issuer has issued an aggregate principal amount of U.S.$1,280,000,000 notes guaranteed by the Company under the Programme. As of the date of this Offering Circular, all of the principal amount of the notes issued under the Programme remains outstanding.

Director

The sole director of the Issuer as at the date of this Offering Circular is Wu Zhengkui.

Financial Information

As at the date of this Offering Circular, save for the issue of the 2014 July Bonds, the establishment of the Programme and the Notes that have been issued thereunder or Notes that will be issued thereunder and other activities reasonably incidental thereto, the Issuer had neither business nor assets and therefore, it has not prepared any financial information since its incorporation.

— 84 — DESCRIPTION OF THE COMPANY

Overview

We are a leading group company in China with a focus on real estate business. We were ranked No. 311 among ‘‘Fortune Global 500’’ in 2016. In addition, we were ranked No. 55 in the ‘‘Top 500 Chinese Companies’’ in 2016 by CEC and CEDA. We are ranked No. 7 in the ‘‘Top 100 Shanghai Enterprises’’ in 2016 by Shanghai Enterprise Confederation and Shanghai Federation of Economic Organizations. We are an enterprise held by Shanghai SASAC. Since our establishment in 1992, we have adhered to our corporate motto of ‘‘Greenland — Creating a Better Life (綠地，讓生活更美好)’’ to develop ourselves in response to the market demands and urban development. By leveraging the joint development of different business segments and capital management, we have formed a diversified portfolio of businesses in which real estate is our core business, supplemented by construction, finance, consumer and energy businesses.

Property development and operation is our core business. We have been constantly ranked as a Top 4 real estate developer in China since 2010 in terms of contracted sales and contracted GFA, according to CRIC. In 2015, we became the leading PRC real estate developer with contracted sales of RMB230.1 billion and a contracted GFA of 21.8 million sq.m. globally, including RMB220.6 billion contract sales and a contracted GFA of 21.5 million sq.m. in China. In 2016, we continue to be the leading PRC real estate developer with contracted sales of RMB255.0 billion and a contracted GFA of 19.6 million sq.m. globally, including RMB248.2 billion contract sales and a contracted GFA of 19.5 million sq.m. in China. Our real estate development business is distinguished as a national leader by its scale, product diversity and brand recognition, especially with respect to the development of ultra-high buildings, large urban complexes, complexes adjacent to high-speed rail stations and industrial complexes.

With a focus on China’s most economically developed first- and second-tier cities, our property projects are widely spread in more than 80 cities across 29 provinces in China. We focus on aligning our interests with the Chinese government’s urbanization policies and strive to acquire land at relatively low price. We have one of the largest land bank among Chinese real estate developers. Furthermore, we have expanded into overseas markets including South Korea, Australia, Japan, Malaysia, Canada, the United States, the United Kingdom and Europe since 2011. See ‘‘— Our Principal Business — Property Development and Operation Business — Property Portfolio Summary’’ for our overseas projects. In August 2013, we acquired 60% of share capital of Greenland HK Listco, which is our primary overseas listed vehicle in the real estate development and investment business. Over the years, our ‘‘Greenland’’ brand has received numerous distinctions and widespread recognition. For example, our brand was ranked among ‘‘Top 20 Chinese Real Estate Brand Value’’ in 2013 by China Real Estate Research Institute, China Real Estate Association and China Real Estate Appraisal Centre. Our ‘‘Greenland’’ trademark has been recognized as a Famous Trademark of China by SAIC since 2008.

— 85 — types of imported merchandise with our 27 stores covering approximately ten first and second tier cities in China and two online applications as of 31 December 2016. We currently operate 29 4S auto dealerships for a number of internationally renowned automobile brands in China. We also owned 28 hotels, managed 3 hotels and had 47 hotels under development covering more than 50 cities globally as of 31 December 2016. Our energy business covers trading of coal products as well as petroleum and chemical products.

In 2015 and 2016, our revenue was RMB207.5 billion and RMB247.4 billion, respectively, and net profit was RMB7.4 billion and RMB9.4 billion, respectively.

COMPETITIVE STRENGTHS

As a leading group company with a focus on real estate business, we believe that our success and prospects are primarily attributed to the following competitive strengths:

Our Leading Position in the PRC Real Estate Market and Excellent Brand Recognition

We are a leading property developer in China. We have been constantly ranked as a Top 4 real estate developer in China since 2010 in terms of contracted sales and contracted GFA, according to CRIC. In 2015, we became the leading PRC real estate developer with contracted sales of RMB230.1 billion and a contracted GFA of 21.8 million sq.m. globally, including RMB220.6 billion contract sales and a contracted GFA of 21.5 million sq.m. in China. In 2016, we continue to be the leading PRC real estate developer with contracted sales of RMB255.0 billion and a contracted GFA of 19.6 million sq.m. globally, including RMB248.2 billion contract sales and a contracted GFA of 19.5 million sq.m. in China. From 2015 to 2016, our contracted sales increased by 10.8% to RMB255.0 billion in 2016 from RMB230.1 billion in 2015. Operating revenue for our property business increased by 45.7% to RMB145.1 billion in 2016 from RMB99.6 billion in 2015 primarily due to the increase in delivered GFA. In 2016, operating revenue from our real estate business represented 58.7% of the Group’s operating revenue.

Since our establishment in 1992, we have adhered to our corporate motto of ‘‘Greenland — Creating a Better Life’’ to develop ourselves in response to the market demands and urban development, and have provided high-quality products and services to our customers. As a result, our brand has received numerous distinctions and widespread recognition. For example, we were listed in the ‘‘Top 100 Chinese Real Estate Enterprises’’ in 2016 and the ‘‘Top20ChineseRealEstateBrandValue’’ in 2016 by China Real Estate Research Institute, China Real Estate Association and China Real Estate Appraisal Centre. Our ‘‘Greenland’’ trademark has been recognized as a Famous Trademark of China by SAIC since 2008. The strong brand recognition enhances our sales performance and consolidates our leadership in the real estate industry.

Strong State-Owned Background

As one of the largest state-owned enterprises in Shanghai held by Shanghai SASAC, we have accrued numerous benefits resulted from our strong state-owned background. Shanghai SASAC’s ownership of a 46.37% stake in the Company provides us with strong government support to our position as a leading property enterprise in Shanghai. Furthermore, we maintain close relationships with local governments in other areas and obtain their strong support in land acquisitions, development processes, financing, infrastructure facilities and other aspects of our property development business. Through market-oriented operations, we develop projects that are suitable for urban development plans and could foster local economic growth, which helps us to become the preferred developer of the local governments. We also cooperate with local governments to develop affordable housing and at the same time obtain preferential treatment from the local governments for property development.

— 86 — Diversified and Balanced Product Portfolio and Unique Urban Integrated Complex Model for Property Development

We provide a diversified product portfolio covering residential, commercial and industrial property projects with a wide range of product lines for each segment. Our products are positioned to comprehensively address the requirements of the full spectrum of customers. Our main product line includes: (i) urban integrated complexes, (ii) suburban large city developments and (iii) industrial complexes. For 2016, approximately 64% of our contracted sales was generated from residential properties, with the rest 36% from commercial and other properties.

We are a leading developer for urban integrated complexes. As we began developing urban integrated complexes in 2004, we were one of the first property developers to enter this market. As a result, we have accumulated vast experience in this field and developed a favorable brand reputation. Our urban integrated complex products include:

. City landmarks located in prime locations in urban areas comprised of ultra-high rise integrated complexes including 5-star hotels, 5A Grade-A offices and high-end commercial and residential properties;

. Large and medium hubs adjacent to high-speed rail or other large transportation hubs comprised of residential, commercial, office and hotel integrated complexes; and

. Other integrated complexes, including high/mid-end and middle class residential and commercial properties and hotels.

We design our projects to suit local urban development plans in order to acquire high-quality land at relatively low price. Large integrated complexes help to strengthen our brand recognition, foster the development of our brand appeal and establish sub-brand. Commercial properties in the complexes are not subject to government regulations and measures on residential properties and enable us to achieve balance between residential and commercial properties. Integrated complexes diversify our investment cycle where proceeds from the sale of residential properties effectively support the development of our commercial properties which generally takes a long time to complete.

We are currently exploring ‘‘Industry New Town (產城一體化)’’, a unique model that combines industrial and residential properties. We have successfully developed the National Advertising Industrial Park in Harbin, Airport Industrial City in Xi’an New District, Greenland University Science and Technology Park in Daqing and other industrial complexes. These projects feature high-tech, advertising media, information technology, logistical and high-end manufacturing industries.

Fast Turnover Development Process and Strong Sales Team

We have adopted a standardized property development process that is suitable for fast turnover and strived to lock in sales at the presale stage or earlier. For residential products, it generally takes us only 3 months from acquiring land to the commencement of construction and 6 months from the commencement of construction to the presale phase. We adopt block customization order model for our commercial properties, which means certain project,suchasanofficebuilding,ispre-orderedbyour customers after we acquire the land and such project is customized to our client’s requirements. As these sales are locked in before or during the early presale stage, we are able to significantly shorten our sales process.

Our strong sales team has played a significant role in our fast turnover business model. We are the only leading real estate company in China that primarily rely on internal resources to sell our properties. Our sales network covers over 80 cities and utilizes a shared customer database accessible by all

— 87 — property divisions, which raises marketing efficiency. Our customer database enables us to collect information in real time as well as accurately estimate the resources required at each stage of a project’s sales process based on historical statistics. We have also formed elite sales teams to support projects with comparatively low sell-through rates.

Our Large, Low Cost, Diversified and High Quality Land Bank

We have a large and geographically diversified land bank. At 31 December 2016, our land bank covered more than 80 cities across 29 provinces. Over the past 20 years, with the Yangtze River Delta as our base, we have expanded our business to Central China, Western China, the Pan-Bohai Rim, the Pearl River Delta and Northeastern China. The balanced distribution of our land bank significantly reduces investment risks and effectively shields us from unfavorable regulatory changes and market volatility in the local markets.

We believe that our flexible and prudent land acquisition policy has provided us with prime land at relatively low cost. We have strategically focused our land bank in economically developed first- and second-tier cities. We are able to achieve high gross and net profit margins as a result of our focus on lowering land acquisition cost. In 2015 and 2016, our cost for newly acquired land was approximately RMB4,000 per sq.m. and RMB5,800 per sq.m., respectively.

We calibrate our business strategy to align our interests with urbanization targets set by the Chinese government in order to acquire land at favorable costs. We communicate with local governments prior to the bidding process in order to understand and design projects that cater to city development plans as well as convey our competitive strengths in the development of ultra-high buildings and urban complexes, which ultimately helps us become the preferred candidate or, under certain circumstances, the sole qualified developer in the bidding process. While we have acquired the majority of our land bank with this strategy, we also partner with high quality landowners to increase our land bank through mergers and acquisitions. Furthermore, we actively participate in town development projects planned by the government to lock in prime land parcels in that area and partner with local governments to participate in the old town redevelopment projects in scarce and prime locations. We also obtain land by collaborating with governments in the construction of public facilities.

We have consistently adopted a flexible and prudent land acquisition strategy. While we maintain a focus on acquiring land for developing commercial and residential integrated complexes and in first- and second-tier core cities, we are able to quickly adjust our strategy in response to market conditions. For example, we have jointly bid on large parcels together with other property developers and then divided the acquired land for separate development. We believe that our thorough understanding of the property market in China allows us to effectively navigate market conditions as well as seize investment opportunities.

Diversified Low Cost Financing Channels and Sound Financial Condition

We are committed to obtaining low cost external capital through diversified financing channels, including bank loans, bonds, equity issuance and real estate trusts, in order to optimize our capital structure and increase our liquidity.

Leveraging the credit advantages available to SOEs, we have obtained overall credit lines at the headquarters level with more than ten major domestic banks, including the big four state-owned banks, which allow us to acquire low cost financing with relatively long repayment periods. In 2016, our financing cost, which includes cost for borrowings and bonds, was approximately 5.45%. Furthermore, we are actively pursuing finance through overseas bank loans. We have also pursued a small amount of trust financing with relatively low financing costs.

— 88 — We have also actively expanded the Group’s overseas financing channels. In August 2013, we obtained 60% equity interest of SPG Land (Holdings) Limited, a company listed on the Hong Kong Stock Exchange, which we renamed as ‘‘Greenland Hong Kong Holdings Limited’’ after the acquisition. We plan to develop Greenland HK Listco as our primary overseas listed vehicle in the real estate development and investment business and believe that its status as a public company listed on the Hong Kong Stock Exchange will help us to obtain offshore financing. We, through Greenland HK Listco, issued U.S.$400,000,000 4.375% bonds due 2019 and U.S.$600,000,000 5.875% bonds due 2024 on 3 July 2014. Greenland HK Listco established the Greenland HK Listco MTN Programme on 25 July 2014 and issued U.S.$500,000,000 4.375% notes due 2017 thereunder on 7 August 2014, U.S.$120,000,000 5.625% senior perpetual securities thereunder on 27 July 2016 and U.S.$450,000,000 3.875% notes due 2019 thereunder on 28 July 2016. We, through the Issuer, issued the U.S.$400,000,000 4.375% bonds due 2019 and U.S.$600,000,000 5.875% bonds due 2024 on 3 July 2014. We also established the Programme on 9 October 2014 and issued an aggregate principal amount of U.S.$1,280,000,000 notes under the Programme.

We have benefited greatly from our diversified and low cost financing channels as well as prudent and sound financial strategies, which have allowed us to maintain adequate levels of liquidity for the past three years. In 2015 and 2016, our cash/total assets ratio was 7.3% and 8.5%, respectively. At 31 December 2016, long-term borrowings due more than one year represented approximately 66.3% of our total borrowings.

We continue to explore different financing channels (public and private) and consider different product (including debt and equity). From time to time, we may incur additional debt in the regular course of our business, which may materially affect our total debt.

Experienced and Stable Management Team and Effective Corporate Governance

Our core management team includes a total of 12 people with an average of over 10 years in serving the Group and vast management experience in property industry. Mr. Zhang Yuliang, our Chairman and President, founded the Group in 1992 and currently has over 20 years of experience in business, capital and corporate management. Mr. Zhang was the Principal Staff and Deputy Director of Housing Department of Shanghai Municipal Agriculture Commission. He was also a member of the 14th Shanghai People’s Congress. Mr. Zhang was awarded the ‘‘National Distinguished Individual (全國五一勞動獎章)’’ and the ‘‘Economic Person for the Year’’ by China Central Television in 2013, among other distinctions.

We have adopted a centralized corporate governance structure, which effectively centralizes decision making and integrates resources to ensure efficient operation and governance. We have a Board of Supervisors as well as a Board of Directors, which possesses a Secretary of the Board and Independent Directors. Under the Board of Directors, we have established an Office of President as well as Executive Vice Presidents, each in charge of a separate business. We have a robust internal control system. In addition to our diversified internal supervision system comprised of internal auditing, self- assessments and audits, we are also subject to numerous external supervisory safeguards, including the Board of Supervisors of Shanghai SASAC, the Audit Commission and other multi-tiered authorities. In addition, Shanghai Gelinlan Investment Enterprise (Limited Partnership) which used to be the Greenland Holding Group Employee Shareholding Association indirectly holds a 28.8% equity interest in the Group. Shanghai Gelinlan Investment Enterprise (Limited Partnership) aligns the interests of individual employees with the Group and stimulates the initiative of all employees, including the senior management.

— 89 — OUR STRATEGIES

Further Strengthen Our Leadership in the PRC Real Estate Market and Enhance Brand Recognition

We aim to further strengthen our leadership in the PRC real estate market by taking advantage of the rising urbanization and the growth of emerging cities in China. We will continue to expand our land bank through diversified and low cost sources and enlarge our presence in first- and second-tier cities at prime locations. We aim to reinforce our strategy of fast turnover and leverage our strong sales team to further enhance our sales performance and support our growth. We believe these strategies will enable us to strengthen our leadership in the Chinese real estate market.

We believe that a strong brand is critical to our continued success and maintenance of our leadership in the property market. We plan to continue providing high-quality products and outstanding property management services to increase recognition of and loyalty to ‘‘Greenland’’ brand among existing and potential customer. We also aim to advance our international presence and branch recognition overseas. We focus on core cities with sizable overseas Chinese populations to develop landmark projects.

Enhance Our Leading Advantage of Diversified Product Portfolio and Implement Environmental Friendly and Smart City Concepts

We aim to enhance our leading advantage of diversified product portfolio and improve our product lines. We will continue to implement our unique integrated complex model by leveraging our successful experience in this field, especially in ultra-high city landmarks, on new projects and establish our sub- brands, which will further enhance the prominence of our business. We aim to further implement our ‘‘New City (新城)’’ and ‘‘Industry New Town (產城一體化)’’ strategies and introduce leading enterprises with high-growth, strong-initiatives and large-investment to industrial parks we are going to develop. We will utilize modern planning concepts, intellectually advanced technologies and environmental- friendly and energy-saving technologies throughout our project development process in order to increase value and quality of our urban projects.

With respect to our residential property developments, we will mainly focus on providing first-time home buyers and first-time upgrader with high-quality properties. We believe that we will continue to benefit from urbanization trends in China and be able to seize opportunities in the residential market as the urban population continues to grow.

Leverage Our State-owned Background to Drive Business Development

As one of the largest state-owned enterprises in Shanghai held by Shanghai SASAC, we will continue to work closely with local governments to develop projects that match urban development plans in order to promote urban growth as well as the sustainable development of regional economies. We will continue to leverage our close relationships with local governments to position us as one of the most preferred developers for local projects and enable us to receive government support throughout the land acquisition, approval processes, financing and other stages. We will also continue to utilize market- oriented mechanisms to efficiently respond to market conditions. We endeavor to fulfill our social responsibilities as a SOE through our contributions to urban development, and at the same time to maximize profit, and will further develop our business by combining urban development and profit maximization.

— 90 — Continue Our Business Diversification Strategy

While focusing on our core real estate business and maintaining our leadership in the real estate industry, we plan to prudently diversify our business and expand our presence in the construction, energy, automobile, finance and other related industries in response to and capitalize on the rapidly changing macroeconomic environment in China as well as the policy goals of the Shanghai government. Leveraging our leadership in the real estate sector, we plan to focus on the following three concepts in our business diversification:

. Construction. As a natural extension of our real estate business, we plan to further expand in the construction industry. In May 2015, we established a RMB100.0 billion urban rail transport public-private partnership fund in cooperation with other companies. In June 2015, we participated in the strategic reorganization of Guizhou Construction Engineering Group and obtained a 70% stake. We believe that such expansion will be in line with the ‘‘Silk Road Economic Belt’’ and ‘‘21st Century Maritime Silk Road’’ initiatives of the Shanghai and PRC central government, and enable us to enjoy the policy benefits and realize synergy with our existing real estate business.

. Finance. Financial business is one of the segments we focus on developing. In May 2015, we established Greenland Financial Information Services Limited, and in September 2016, we established Greenland (Asia) Securities Co., Ltd. which holds SFC Type 4 (advising on securities) license and Type 9 (asset management) license. We seek to enter into the financial services industry. We plan to further expand in the financial industry to provide stronger support for our real estate development businesses and our other business lines, and to capture the opportunities in the reform of PRC financial industry.

. Consumption. Consumer business is one of the key areas we seek to develop. We plan to further develop our ‘‘online + offline’’ model, by both opening more stores offline and enhance our cooperation with other well-known e-commerce platforms as well as expanding our importation and procurement network overseas. For our automobile business, building upon our existing platform of auto dealerships, we plan to further expand our automotive business at a prudent pace and introduce profitable and high-end automobile brands. For our hotel business, we plan to focus on enhancing recognition of our own hotel brands and improving quality of our hotel assets by REITs and other securitization products to realize sustainable development.

Through the above, we endeavor to build a PRC state-owned conglomerate with global presence that focuses on real estate development while having a diversified business profile. We believe that such strategy will fit Shanghai government’s policy goals, and we will benefit from their continued support.

Recent Developments i. Acquisition of Shares in China Greenland Broad Greenstate Group Company Limited

On 21 September 2016, Greenland Financial, a wholly owned subsidiary of the Company, completed the purchase of 591,561,041 shares of Broad Greenstate from Broad Landscape for a consideration of approximately HK$447,220,147. On 27 February 2017, Greenland Financial completed a further purchase of 162,000,000 shares of Broad Greenstate for a consideration of approximately HK$122,472,000. As a result, Greenland Financial and its concert parties held approximately 29.98% of the shares of Broad Greenstate as at the date of completion of such acquisitions.

— 91 — Broad Greenstate is a company incorporated in the Cayman Islands with limited liability, shares of which are listed on the main board of the Hong Kong Stock Exchange (stock code: 1253). As a fast- growing integrated landscape construction and design service provider in China, Broad Greenstate focuses on municipal and city level landscape projects across China and provides its customers with ‘‘one-stop’’ solutions of landscaping services, including design and planning, design refinement, construction, seedlings cultivation and maintenance. The purpose of such acquisitions is to create more opportunities for synergy with, and provide further support to, the existing real estate business of the Group. ii. Acquisition of Wuxi Guangcheng Metro Above-station Property Development Co., Ltd.

On 12 January 2017, Suzhou Runjian entered into an agreement with Wuxi Metro for the purchase of 90% equity interest in Wuxi Guangcheng together with the shareholder’sloanowedbyWuxi Guangcheng to Wuxi Metro at a total transaction amount of approximately RMB2.34 billion. Suzhuo Runjian is an indirectly wholly-owned subsidiary of Greenland HK Listco. The completion will take effect upon registration of the acquisition with the relevant PRC government authorities.

Wuxi Guangcheng is the owner of a parcel of land in the sub-urban area of Wuxi with a total site area of 164,624.60 square metres that is situated above a to-be-constructed underground railway station. In order to govern certain management and corporate affairs of Wuxi Guangcheng in the acquisition and the development of the land, Suzhou Runjian and Wuxi Metro also entered into a cooperation agreement on 3 March 2017. The purpose of Wuxi Guangcheng is to develop residential, commercial and office compounds on the land, which are expected to have a total planned gross floor area of approximately 338,000 sq.m. The Company believes this acquisition and cooperation will enable the Group to further enhance its presence in the Yangtze River Delta and enrich and increase its land bank and property portfolio. iii. Strategic Cooperation with China COSCO

On 10 February 2017, the Company signed a strategic cooperation agreement with China COSCO, relating to their cooperation in the fields such as finance, logistics real estate and integration of logistics and consumption chain.

— 92 — CORPORATE HISTORY AND STRUCTURE

Key Corporate Milestones

Establishment: 1992–1997

In 1992, Greenland Development Company (綠地開發總公司), our predecessor was incorporated in Shanghai, China.

In 1994, our profit exceeded RMB30 million and we successfully implemented the concept of ‘‘co- sustenance of housing and nature’’ — a new green, urban public construction model.

In 1997, we successfully completed reform by adopting modern enterprise governance. We became a leading property company in Shanghai by actively participating in the old town reconstruction and residential development in Shanghai.

Development and Expanding: 1997–2011

In 2001, the commencement of construction of our Binjiang Imperial Garden project in Nanchang marked the beginning of our national expansion. We won ‘‘Shanghai Excellent Enterprise’’ award.

In 2002, we entered into Top 500 Chinese Enterprises list ranked by CEC and CEDA and ranked No. 359 and were shortlisted in Top 100 Enterprises in Shanghai.

In 2003, we topped the Top 50 Real Estate Companies in Shanghai ranked by Shanghai Real Estate Association and our ‘‘New City Development Strategy’’ and ‘‘Ultra High Building Strategy’’ were warmly welcomed by local government.

In 2004, our operating revenue exceeded RMB10 billion. Our first urban complex project, Greenland Meilong New Metropolis, commended construction. We entered into construction business by acquiring 60% equity interest in Baosteel Contraction Limited.

In 2005, Greenland Business Group, Greenland Construction Group, Greenland Energy Group and Greenland Automobile Service Group were established. Our first extra-high building, Nanjing Zifeng Plaza, commenced construction.

In 2006, we were ranked No. 200 among the Top 500 Chinese Enterprises in 2006 and No. 14 among Top 100 Modern Services Enterprises in Shanghai ranked by Shanghai Services Federation.

In 2008, energy business became our second major business and developed quickly by riding on the industry integration of coal business. We ranked No. 183 among Top 500 Chinese Enterprises and No. 2 among Chinese property enterprises.

In 2009, our revenue from the property development and operation reached RMB42.2 billion, ranked No. 5 among domestic real estate companies. In the same year, our first urban complex project — Greenland Meilong New Metropolis, was completed.

In 2010, we were shortlisted in Top 100 Chinese Real Estate Enterprises jointly ranked by China Real Estate Association and other institutions.

Stable Operation: 2011 to present

In 2011, Greenland Financial Investment Co, Ltd. was established and it subsequently changed its name to Greenland Financial Holdings Co, Ltd. in September 2014.

— 93 — In 2012, our revenue from property business exceeded RMB65.2 billion and operating revenue exceeded RMB198.4 billion. We ascended to Fortune Global 500 list for the first time and ranked No. 483. In the same year, Greenland International Hotel Management Group was established, and our first wholly-owned overseas project, Korea Greenland Health Care City in Jeju commenced construction.

In 2013, we were ranked No. 359 among Fortune Global 500. We acquired approximately 60% of equity interest in SPG Land (Holdings) Limited and renamed it as ‘‘Greenland Hong Kong Holdings Limited.’’ In this year, we also launched ‘‘Intelligent Town Plan’’, cooperated with IBM, China Telecom and other business partners to jointly develop ‘‘Greenland Intelligent Cities Development Center,’’ cooperated with China Eastern Airlines to develop regions surrounding airports of Shanghai, Kunming, Hefei and some other major cities into integrated airport facilities, and launched ‘‘Metropolitan Project’’ in central Los Angeles with a total investment of U.S.$1 billion, the largest project by a Chinese real estate company in the U.S. thus far.

In 2014, we were ranked No. 268 among Fortune Global 500. On 10 January 2014, we increased our share capital by 20% by raising approximately RMB11.7 billion from five strategic investors including Shenzhen Ping’an Innovation Capital Investment Co., Ltd., CDH Investments, Ningbo Huisheng Fund, Zhuhai Puluo Fund and Shanghai International Trust and Investment Cooperation Development.

In 2015, we were ranked No.258 among Fortune Global 500. On 30 June 2015, Greenland Holdings was successfully listed on the Shanghai Stock Exchange (stock code: 600606.SH) by injecting assets of over RMB66.7 billion into Shanghai Jinfeng Investment Co., Ltd. in exchange for over 11.6 billion shares.

In 2016, we were ranked No. 311 among Fortune Global 500.

Listing on Shanghai Stock Exchange

On 18 March 2014, Shanghai Jinfeng Investment Co., Ltd. which is listed on the Shanghai Stock Exchange (SH: 600606) (‘‘Shanghai Jinfeng’’) announced the plan of assets swap and issuance of shares under which Shanghai Jinfeng will exchange its entire assets and liabilities for the Company’s shares with equivalent value, and Shanghai Jinfeng will issue certain A shares with RMB1.00 par value per share to all the existing shareholders of the Company in exchange for the Company’sshares(the ‘‘Transaction’’). The Transaction was approved by the CSRC on 18 June 2015, and completed on 30 June 2015. After the Transaction, the Company became a wholly-owned subsidiary of Shanghai Jinfeng. On 13 August 2015, Shanghai Jinfeng changed its name to Greenland Holdings Corporation Limited (綠地控股集團股份有限公司). See ‘‘— Simplified Corporate Structure’’.

Overseas Milestones

In September 2013, we entered into an agreement in connection with our first project in the United States, which is located in Los Angeles.

In November 2013, we entered into an agreement in connection with Dream Mansion project in Jeju Island, Korea and entered into an agreement in connection with the house racing track project in Melbourne, Australia.

In December 2013, we entered into an agreement in connection with our second project in the United States, which is located in Brooklyn, New York, and our first project in the United Kingdom, which is located in London.

— 94 — In January 2014, we entered into an agreement in connection with two other projects in Sydney, Australia and a project in Pattaya, Thailand with Chia Tai Group.

In February 2014, we entered into an agreement in connection with two projects in Malaysia, one of which was the largest investment in Malaysia by Chinese companies. In July 2014, we entered into an agreement in connection with an additional parcel of land for our projects in Malaysia.

In April 2015, we entered into an agreement in connection with an additional project in Malaysia.

In May 2015, we entered into an agreement in connection with two additional projects in Sydney, Australia.

In December 2015, we entered into an agreement in connection with a project in Tokyo, Japan.

In May 2016, we entered into an agreement in connection with a project in San Francisco, the United States, as well as an agreement in connection with a project in Sydney, Australia.

In July 2016, we entered into an agreement in connection with a project in Toronto, Canada.

In November 2016, we entered into an agreement in connection with a project in Malaysia.

— 95 — Simplified Corporate Structure

The following chart sets forth the simplified corporate structure of the principal subsidiaries of our Group as of 31 December 2016.

Notes:

* Greenland Holding Group Employee Shareholding Association has been restructured to become a partnership, Shanghai Gelinlan Investment Enterprise (Limited Partnership)

(1) The percentage is based on the Greenland HK Listco’s total issued share capital including ordinary shares and non-voting convertible preference shares.

(2) On 13 August 2015, Shanghai Jinfeng changed its name to Greenland Holdings. All the percentages for Greenland Holdings were dated as of 31 December 2016.

(3) On 8 April 2017, Shanghai Zhongxing (Group) Co., Ltd. transferred its 7.62% shareholding in Greenland Holdings to Shanghai Real Estate (Group) Co., Ltd. After this transfer, Shanghai Real Estate (Group) Co., Ltd has 25.82% shareholding in Greenland Holdings and Shanghai Zhongxing (Group) Co., Ltd. ceased to be our shareholder.

(4) Since it became a direct shareholder of Greenland Overseas in August 2015, Greenland Holdings has granted the Guarantor the right to independently exercise the voting rights of Greenland Holdings as a shareholder. Accordingly, notwithstanding that the Guarantor indirectly holds 49% of the Issuer’s issued share capital, it indirectly holds 100% of the voting rights of such issued share capital. No Change of Control has therefore occurred as result of such shareholding by Greenland Holdings.

— 96 — OUR BUSINESS

Principal Businesses

Our principal businesses include (i) property development and operation, (ii) construction, (iii) finance, (iv) consumer and (v) energy.

The following table sets forth operating income from each of our business segment and the percentage out of our total operating income of our primary businesses for the periods indicated.

Year Ended 31 December 2015 2016 Revenue %(1) Revenue %(1) (RMB in millions, except for percentages)

Primary businesses Property and related industry 99,577.3 44 145,076.5 55 Construction and related industry 42,662.6 19 76,591.5 29 Commodity sales industry 34,170.4 15 15,943.0 6 Energy and related industry 33,649.7 15 10,726.3 4 Automobile and related industry 12,777.8 6 12,605.9 5 Other primary business Landscape and related industry 1,001.5 — 1,068.0 — Property management and related industry 627.5 — 731.2 — Hotel and related industry 1,558.1 1 1,754.1 1 Finance and related industry 457.2 — 484.4 — Rental income 549.9 — 681.0 — Others 422.2 — 484.3 — Subtotal 227,454.2 100 266,146.4 100 Inter-segment eliminations 22,089.7 10 21,076.7 8 Total 205,364.6 90 245,069.7 92

Notes:

(1) Calculated by dividing the revenue from each business segment with the sum of total revenue from our primary businesses and inter-segment eliminations.

Property Development and Operation Business

Sales of Properties

We focus on property development and subsequent sales of properties. For the years ended 31 December 2015 and 2016, we recorded contracted GFA of 21.8 million sq.m. and 19.6 million sq.m., and our contracted sales of properties amounted to RMB230.1 billion and RMB255.0 billion, respectively. For the same period, our total recognised operating income of our properties was RMB99.6 billion and RMB145.1 billion, respectively, accounting for approximately 43.8% and 54.5% of our total operating income during the same period.

At 31 December 2016, our projects were in over 80 cities across 29 provinces in China.

— 97 — The following table sets forth our contracted sales of properties, contracted GFA and contracted ASP (calculated by dividing contracted sales of properties by the aggregate contracted GFA) for the periods indicated by property type.

Contracted Sales Contracted GFA Contracted ASP Year Ended 31 December Year Ended 31 December Year Ended 31 December 2015 2016 2015 2016 2015 2016 RMB in millions sq.m. in thousands RMB per sq.m.

Residential 117,000 163,103 14,884 14,514 7,861 11,240 Commercial 113,100 91,901 6,876 5,098 16,448 18,030

Property Portfolio Summary

The following table sets out a summary of our major properties at 31 December 2016. It should be noted that project names used in this Offering Circular are names we have used, or intend to use, for the purpose of marketing our properties. Some of the project names require approval of the relevant authorities, and the relevant authorities may not accept the names we have used or those that we intend to use as the registered names of these projects. As a result, the actual names registered with the relevant authorities may be different from the names used in this Offering Circular and may be subject to change. Furthermore, for the avoidance of doubt, references to development costs of any property project in this Offering Circular, whether actual or expected, include the paid or payable (as applicable) portion of land premium for the relevant land use rights under such project.

Total GFA No. Project Name Location Type (sq.m.)

Major Properties of the Company(1) 1 Greenland Century City (綠地世紀城) Bengbu Residential, Commercial 1,136,259.89 2 Greenland Hospitality City (綠地迎賓城) Bengbu Residential, Commercial, 637,355.00 Office 3 Greenland Central Square (綠地中央廣場) Bengbu Residential, Commercial 752,229.34 4 Haidun Project (海頓項目) Hefei Residential, Commercial, 620,000.00 Office 5 Greenland Center (綠地中心) Hefei Commercial, Office 545,264.00 6 Dinghui Center (鼎匯中心) Hefei Residential, Commercial 717,000.00 7 New Metropolis (新都會) Hefei Residential, Commercial 577,112.00 8 Waterfront Flower City (濱水花都) Hefei Residential, Commercial 627,072.30 9 Greenland Central Plaza (綠地中央廣場) Beijing Residential, Commercial, 266,336.10 Office 10 TBD Metropolis (TBD雲集中心) Beijing Residential, Commercial, 245,584.00 Office 11 Beijing Greenland Center (北京綠地中心) Beijing Commercial, Office 349,919.30 12 Greenland Center Project of Sanyuanqiao, Chaoyang Beijing Commercial, Office 54,122.00 (朝陽區三元橋綠地中心項目) 13 Daxing Sailing International (大興啟航國際(F3地塊)) Beijing Commercial, Office 118,349.63 14 Beijing Daxing Greenland Central Plaza Beijing Commercial, Office 224,068.20 (北京市大興區綠地中央廣場項目 (1914AB地塊)) 15 Beijing Daxing Greenland Central Plaza Beijing Commercial, Office 99,785.00 (北京市大興區綠地中央廣場項目(1914C剩餘地塊)) 16 Beijing Daxing Greenland Central Plaza Beijing Residential, Commercial 400,952.30 (北京市大興區綠地中央廣場項目(2014地塊)) 17 Beijing Daxing Biomedical base Beijing Commercial, Office 168,871.00 (北京市大興區北臧村生物醫藥基地DX00-0501-0009 地塊項目) 18 Beijing Fangshan New Metropolis Beijing Residential, Commercial 637,617.46 (北京市房山區新都會項目) 19 Gongchen Project (房山拱辰項目) Beijing Office 167,002.00 20 Fangshan Collage Town (房山大學城A項目) Beijing Office 166,692.72 21 Fangshan Collage Town (房山大學城B項目) Beijing Office 122,240.97

— 98 — Total GFA No. Project Name Location Type (sq.m.)

22 Beijing Haidian Greenland Central Plaza Beijing Commercial, Office 135,621.06 (北京市海澱區綠地中央廣場A項目 (HD-0302-195、HD-0302-224地塊)) 23 Beijing Haidian Greenland Central Plaza Beijing Commercial, Office 119,814.00 (北京市海澱區綠地中央廣場B項目 (HD-0302-194、HD-0302-223地塊)) 24 Beijing Miyun Greenland International Flower Town Beijing Residential, Commercial, 208,406.77 (北京市密雲區綠地國際花都項目) Office, Underground Parking Lot 25 Beijing Miyun District Greenland Langshan Project Beijing Mixed 397,717.91 (北京市密雲區綠地朗山項目) 26 Chuang Rong Center (創融中心) Beijing Commercial, Office 229,942.00 27 Jing Xi Jing Yuan (京西景園) Beijing Capped-price housing 217,659.00 28 Beijing Shunyi Sailing International Project Beijing Commercial, Office 199,596.70 (北京順義啟航國際項目) 29 Beijing Shunyi Greenland Free Port Project Beijing Commercial, Office 63,849.00 (北京順義綠地自由港項目) 30 Beijing Shunyi New Railway Project Beijing Commercial, Office 56,336.72 (北京順義新幹線項目) 31 Greenland Blue Lakeside Center (綠地藍岸中心) Beijing Commercial, Office 65,590.00 32 Greenland Blue Ocean Center (綠地藍海中心) Beijing Commercial, Office 84,660.00 33 Greenland Future City (綠地未來城) Foshan Residential, Commercial, 954,130.65 Office 34 Greenland Tree and Flower City (綠地香樹花城) Foshan Residential, Commercial, 533,455.96 Office 35 Jinyu Central (金域中央) Foshan Residential, Commercial, 1,057,824.86 Office 36 Huichuang Square (匯創廣場) Guangzhou Commercial, Office 164,873.10 37 Greenland Financial Centre (綠地金融中心) Guangzhou Residential, Commercial, 292,191.00 Office 38 Greenland Fragrance Mansion (綠地緹香公館) Guangzhou Residential, Commercial 112,730.00 39 Greenland Airport International Centre Guangzhou Commercial, Office 850,807.00 (綠地空港國際中心) 40 Guangzhou Greenland City 1 (廣州綠地城1) Guangzhou Residential 280,987.00 41 Guangzhou Greenland City 1 (廣州綠地城1) Guangzhou Commercial, Office 296,286.00 42 Luogang Greenland Wisdom Square (蘿崗綠地智慧廣場) Guangzhou Commercial, Office 544,815.20 43 Financial City Greenland Centre (金融城綠地中心) Guangzhou Residential, Commercial, 156,110.00 Office 44 Guizhou Guiyang Eaton Mansion (under construction) GuiYang Residential 1,102,669.06 (貴州省貴陽在建伊頓公館) 45 New Metropolis (新都會) Guiyang Office 503,865.19 46 Greenland Lakeside International City (綠地濱湖國際城) Zhengzhou Commercial, Office 867,089.36 47 Sky City (璀璨天城項目) Zhengzhou Residential, Commercial 536,903.55 48 Greenland New Metropolis (綠地新都會) Zhengzhou Commercial, Office 644,479.42 49 Greenland International Dream Town (綠地國際理想城) Wuhan Residential 704,077.67 50 Greenland Hannan New City European Romantic Town Wuhan Residential, Commercial, 1,170,218.00 (綠地漢南新城歐洲風情小鎮) Hotel 51 TreeandFlowerCity(香樹花城項目C地塊) Wuhan Residential, Commercial 581,500.00 52 Wuhan Financial City (武漢國際金融城A01地塊) Wuhan Commercial, Office 728,637.12 53 Changsha Greenland Huxiang Center Changsha Mixed 593,203.52 54 Xinli Central Mansion (新里中央公館) Changchun Residential, Commercial, 683,111.41 Office 55 Greenland Century City (綠地世紀城) Changzhou Mixed 694,086.53 56 Greenland Century Homeland (綠地世紀家園) Kunshan Residential 1,567,354.39 57 Lianyungang Greenland Century City (連雲港綠地世紀城) Lianyungang Residential 779,220.75 58 Daishan Indemnificatory Apartment, Parcel 15, 17, 18, 19 Nanjing Residential, Commercial 810,192.50 and21(岱山保障房15、17、18、19、20、21地塊) 59 Qidong Xin Cun Sha (啟東新村沙項目) Nantong Residential, Commercial 6,412,113.40 60 Greenland Changshu Old Street (綠地常熟老街) Suzhou Residential, Commercial, 952,889.53 Office 61 Suzhou Greenland Central Square (蘇州綠地中央廣場) Suzhou Residential, Commercial, 958,000.00 Office

— 99 — Total GFA No. Project Name Location Type (sq.m.)

62 Suzhou High Speed Rail New Town (蘇州高鐵新城) Suzhou Residential 795,691.00 63 Haide International (海德國際) Xinghua Residential, Commercial 801,204.38 64 Window of Greenland (綠地之窗) Xuzhou Residential 539,886.25 65 Xuzhou Century City Phase 2, 5, 6 and 7 Xuzhou Residential, Commercial, 684,031.82 (徐州世紀城 2、5、6、7期) Office 66 Business City (商務城) Xuzhou Residential, Commercial 2,190,390.84 67 Greenland Future City (綠地未來城) Nanchang Residential, Commercial, 830,840.03 Office 68 Greenland Rose City (綠地玫瑰城) Nanchang Residential, Commercial, 633,038.00 Office 69 International Exhibition City (綠地國際博覽城) Nanchang Residential, Commercial 3,476,129.00 70 Greenland Chaoyang Centre (綠地朝陽中心) Nanchang Residential, Commercial, 620,495.80 Office 71 Greenland Central Garden (綠地中央公園) Nanchang Office 1,244,307.29 72 Greenland Moonlake Star Town (綠地月湖星城) Yingtan Residential, Commercial 667,072.35 73 Greenland‧Landscape City (綠地‧山水城) Benxi Residential, Commercial 990,877.00 74 Yangye Greenland Residential Parcel Jinan Residential 583,962.89 (唐冶綠地城項目住宅地塊) 75 Yangye Greenland New Hope Project Jinan Residential 624,135.29 (唐冶綠地新希望項目) 76 Quanjing Tianyuan (泉景天沅項目) Jinan Residential 728,061.69 77 Datong Southern Suburb Greenland Century City Project Datong Residential, Commercial 528,361.95 (大同南郊綠地世紀城項目) 78 Taiyuan Jinyuan Greenland Century City Project Taiyuan Residential, Commercial 686,304.81 (太原晉源綠地世紀城項目) 79 Miaoxing Fengshang Tiandi (廟行風尚天地) Shanghai Residential, Commercial 122,002.00 80 Shikumen Project (石庫門項目) Shanghai Residential, Commercial, 127,408.98 Office 81 Dachang Technical Centre (大場科技中心) Shanghai Office 62,162.00 82 Greenland Yangtai Road Project (綠地楊泰路項目) Shanghai Residential, Commercial 334,920.78 83 New World Di Jing Garden (新天地荻涇花園) Shanghai Residential 264,535.28 84 Greenland Manhattan (綠地曼哈頓) Shanghai Residential, Commercial, 805,328.27 Office 85 Changxing Island, Zhen West Town, Parcel 2, 3, Shanghai Residential, Commercial 645,770.80 Residential and Commercial Housing (長興島鎮西區配套商品房2、3號地塊) 86 Nianfeng Road Project (年豐路項目) Shanghai Commercial 97,220.00 87 Shanghai’s Fish Project (上海之魚) Shanghai Residential, Commercial 208,231.77 88 Greenland Fengqing Park (綠地風清苑) Shanghai Residential 172,012.97 89 Greenland Jade International Square (綠地翡翠國際廣場) Shanghai Commercial, Office 131,643.00 90 South Bridge Town, Parcel 2252, Residential and Shanghai Residential 159,275.05 Commercial Housing Project (West District) (南橋鎮 2252號地塊商品住宅項目(西區)) 91 Wanghai CBD Commercial Housing Development Project Shanghai Office 221,007.58 (望海CBD商品房建設項目) 92 Parcel 13-04 of Fengxian Bay (under construction) Shanghai Residential 119,662.22 (奉賢海灣13-04地塊在建項目) 93 Bihai Jinsha Jiayuan Project (碧海金沙嘉苑) Shanghai Residential, Commercial 426,281.04 94 Rainbow Bay Commercial Complex (彩虹繽紛商都) Shanghai Office 86,822.61 95 Huangpu Five Mies Bridge (黃浦五里橋) Shanghai Residential, Commercial 316,101.00 96 Shanghai Huangpu Jiuhua East Road Greenland Lu Bay Shanghai Residential, Office, 287,618.70 CBD Project (上海黃浦龍華東路綠地盧灣CBD項目) Commercial, Hotel 97 Haipo Jiayuan (海珀佳苑) Shanghai Residential 113,972.68 98 Greenland Anting Park (綠地安亭佳苑) Shanghai Residential, Commercial 280,655.36 99 Yuanxianghu Project (遠香湖項目) Shanghai Residential 89,127.00 100 Yunxiangtuozhan Community Area Shanghai Residential 132,987.00 (雲翔拓地展基地塊經適房項目) 101 Jiading Daisy Garden Project (嘉定菊園) Shanghai Residential, Commercial 219,657.43 102 Nanxiang Commercial Housing Project (南翔商品房項目) Shanghai Residential, Commercial 213,878.90 103 Jiading Changji Road Parcel (嘉定昌吉路地塊) Shanghai Residential, Office, 114,857.27 Commercial, Hotel 104 Jiangqiao Hotel (江橋酒店) Shanghai Commercial, Office 93,350.01

— 100 — Total GFA No. Project Name Location Type (sq.m.)

105 Malu Golden Bay Parcel 2, Resettlement Housing Shanghai Resettlement 257,273.02 (馬陸金沙灣2號地塊配套動遷房) 106 Malu Golden Bay Parcel 1, Resettlement Housing Shanghai Resettlement 143,324.63 (馬陸金沙灣1號地塊配套動遷房) 107 Jinshan Mingdi, Xuefu Road, Jinshan District Shanghai Residential 239,114.70 (金山學府路金山名邸項目) 108 Jinwei Xin Jia Yuan, Jinshan District (金山金衛新家園) Shanghai Residential, Commercial 470,973.63 109 Sky City (璀璨天城) Shanghai Residential, Commercial 162,739.55 110 Galaxy New Town (銀河新都) Shanghai Residential, Commercial 345,552.58 111 Greenland Free Port (綠地自由港) Shanghai Residential, Commercial 210,085.00 112 Kangqiao Project (康橋項目) Shanghai Residential, Commercial 350,254.03 113 Yunyue Mansion (雲悅坊) Shanghai Commercial, Office 56,566.68 114 Zhoupu Jinghui Jiayuan (under construction) Shanghai Residential 218,929.15 (周浦鎮景匯佳苑建設工程) 115 East Costal Fortune Plaza (東海岸財富廣場) Shanghai Commercial, Office 86,442.06 116 Gaohang Weilian Project (高行威廉項目) Shanghai Residential, Commercial 440,852.00 117 Fuqian Flower Mansion (富強花苑) Shanghai Residential 434,419.24 118 East Costal Plaza (東海岸廣場) Shanghai Commercial 79,831.63 119 Binfen Plaza (繽紛廣場) Shanghai Commercial 79,208.60 120 Zhangjiang Commercial Complex (張江商辦項目) Shanghai Commercial, Office 122,954.05 121 District A of Kangqiao County Telecommunications Shanghai Residential 198,807.90 Garden, Parcel 2 (康橋鎮電信園A區2地塊) 122 Haifu City Garden (海富城市花園) Shanghai Residential, Commercial 297,966.00 123 Pudong Avenue Parcel 1550 Project Shanghai Commercial, Office 130,369.27 (浦東大道1550號地塊項目) 124 Haipo Yuhui Phase 2 (海珀玉輝二期) Shanghai Residential, Commercial 153,601.82 125 Tianhui Square (天匯廣場) Shanghai Commercial, Office 224,377.99 126 Qingpu Yiwan Yuan (青浦逸灣苑) Shanghai Residential, Commercial 110,720.70 127 Qingpu Zhaoxiang Residential Shanghai Residential 134,556.05 (青浦趙巷特色居住區G1-04地塊) 128 Xujing Exhibit Centre (徐涇會展中心3地塊項目) Shanghai Commercial, Office 800,696.00 129 Qingpu Project (青浦超高層) Shanghai Residential, Commercial 328,000.00 130 Northern Wusoongjiang White Swan District Shanghai Residential 365,305.00 (白鶴鎮金項村吳淞) 131 Qingpu Kangou Road Project (青浦康歐路項目) Shanghai Residential, Commercial 669,613.14 132 Qingpu Chonggu Project (青浦重固項目) Shanghai Residential 169,779.93 133 Zhongshan Road Project International Eco Shanghai Residential, Commercial 198,419.15 — Business District, Parcel 12 (中山街道國際生態商務區12號地塊) 134 Sheshan Project (佘山項目) Shanghai Residential, Commercial 187,555.33 135 Xinnan Road, Parcel One (新南路一號地塊) Shanghai Residential, Commercial 327,215.19 136 Parcel 2-2 of Songjiang District Tongjingzhen Shanghai Residential 171,855.89 (松江區洞涇鎮新農河2-2地塊) 137 Greenland Songjiang Mingdi (綠地松江名邸) Shanghai Residential, Commercial 297,773.33 138 Greenland Yuntian Mansion (綠地雲天坊) Shanghai Commercial, Office 50,787.50 139 Jindi Yijing (金地藝境) Shanghai Residential 126,366.99 140 Shanghai Xuhui Shipping Factory Road, Xietu Street, Shanghai Office 192,858.34 Block 107, Commercial Office Building Project, Commercial Office Building Project (上海徐匯船廠路斜土街道107街坊商辦樓項目) 141 Shanghai Xuhui Yunjin Road, Longhua Airport, Shanghai Office 133,904.20 Parcel One (上海徐匯雲錦路龍華機場1號地塊商辦樓新建項目) 142 Greenland Xinjiangwan Mingdi, Xinjiangwan Tower Shanghai Residential, Office, 137,502.20 (綠地新江灣名邸、綠地新江灣大廈) Commercial, Hotel 143 Yangpu Dalian Road Project, Phase Two Shanghai Commercial, Office 64,562.03 (楊浦大連路項目二期) 144 Yangpu Dalian Road Project, Phase Three Shanghai Commercial, Office 206,109.47 (楊浦大連路項目三期) 145 Yangpu Huichuang International Square Shanghai Commercial, Office 85,578.65 (楊浦匯創國際廣場)

— 101 — Total GFA No. Project Name Location Type (sq.m.)

146 319# Zhabei Xinghao Cooperation Project Shanghai Commercial, Office 201,410.00 (閘北319星浩合作項目) 147 Zhabei Hi-tech Project (閘北高新項目) Shanghai Commercial, Office 125,176.20 148 Greenland Centre (綠地中心) Chengdu Residential 1,002,353.74 149 Greenland Centre (綠地中心) Chengdu Commercial 558,050.48 150 Nanchong Shunqing District Greenland City Project Nanchong Residential 549,699.00 (南充順慶區綠地城項目) 151 International Flower Town (國際花都) Pi County Residential 664,351.29 152 Parker House (派克公館) Pi County Residential 568,309.40 153 Greenland Bonded Center (綠地保稅中心) Chongqing Commercial 611,271.69

Note:

(1) The major properties of the Company include projects in Beijing, Shanghai and Guangzhou (except for residential properties with GFA less than 100,000 sq.m. and other properties with GFA less than 50,000 sq.m.), and projects in other cities with GFA above 500,000 sq.m.

We have obtained all the relevant land use rights certificates for our completed properties and properties under development and have obtained land use rights certificates or have entered into land use right grant contract for our projects held for future development.

For projects that we have entered into the relevant land grant contracts, but have not obtained the relevant land use rights certificates, we believe that there are no material legal impediments for us to obtain the relevant land use rights certificates for those projects if we are able to duly perform the commercial obligations under the relevant land grant contracts, pursuant to relevant statutory requirements from the land and resource authority, including the payment of land premiums, land development costs (if any) and relevant deed tax.

We continue to expand our project portfolio and have acquired additional projects in the PRC since 31 December 2016.

— 102 — In order to take advantage of the immigration trend of Chinese to major cities in the developed countries, we have significantly expanded our presence in major cities overseas where Chinese are populated. The following table sets out a summary of the major overseas properties the Group holds as at 31 December 2016, including overseas properties held by Greenland Hong Kong Investment Group Limited which is the direct parent company of the Issuer.

Total GFA No. Project Name Location Type (sq.m.)

1 Greenland Center, Sydney (悉尼綠地中心項目) Australia (Sydney) Residential 83,781.00 2 Greenland Center, Sydney (悉尼綠地中心項目) Australia (Sydney) Hotel 18,017.00 3 George Street 22, Leichhardt, Sydney Australia (Sydney) Residential 38,409.00 (萊卡區喬治大街項目) 4 Pacific Highway, North Sydney (太平洋大街項目) Australia (Sydney) Residential 30,308.00 5 Project Potts Point, Sydney Australia (Sydney) Residential and 22,440.00 (悉尼Potts Point項目) Commercial 6 Lachlan River Project, Sydney Australia (Sydney) Residential and 132,480.00 (悉尼拉克蘭河(NBH)項目) Commercial 7 Jeju Hanna Mountain Town (濟州漢拿山小鎮項目) Korea (Seogwipo) Residential 78,237.87 8 Jeju Health City, Jeju (濟州健康醫療城項目) Korea (Seogwipo) Mixed 427,888.99 9 Greenland Centre, Jeju (濟州綠地中心項目) Korea (Seogwipo) Hotel 302,777.53 10 355 King’sWestStreet Canada (Toronto) Residential, Hotel and 96,655.00 (加拿大多倫多國王西街355項目) Commercial 11 Tebran Project, Johor Bahru Malaysia Residential and 380,294.20 (柔佛巴魯市地不佬地塊項目) (Johor Bahru) Commercial 12 Jade Palace (翡翠灣項目) Malaysia Residential and 502,661.70 (Johor Bahru) Commercial 13 Metropolis Hotel 大都會酒店 United States Hotel 38,242.00 (Los Angeles) 14 Metropolis, Los Angeles 大都會一期 United States Residential 61,623.00 (Los Angeles) 15 Metropolis, Los Angeles 大都會二期 United States Residential 230,943.00 (Los Angeles) 16 Pacific Ocean Park (太平洋公園項目) (United States Residential 671,605.63 (New York) 17 Tower Hamlets (倫敦之巔) United Kingdom Residential 105,340.00 (London) 18 The Ram Quarter, London (蘭姆公館項目) United Kingdom Mainly Residential 97,381.10 (London)

— 103 — Our Property Project Type

Main Product Line

Our main product line focuses on integrated complexes. We have the following three types of our main product line.

Type of product Market positioning

Large City Suburban . Located in suburban areas or emerging areas Project Category . Mainly comprised of residential buildings, with total GFA over one million sq.m.

Urban City Landmarks . Located in the center areas in the city Integrated Category Complexes . Comprised of five-star hotels, 5A Grade-A offices and high-end commercial and residential properties

High/Mid-end . Located in the prime locations in the city including new town area Category . Comprised of Grade-A offices, high-end residential, high and middle-end commercial properties, and 4-star and 5-star hotels

Middle Class . Located in prime locations in suburban areas City Category . Comprised of regional business centers, standard or soho-typed offices, small and medium-sized apartments, and some portion of high-end properties

Large and . Adjacent to high-speed rail or large transportation hubs Medium Hub Category . Comprised of residential, commercial, office and hotel integrated complex

Industrial Industrial . A distinct industrial orientation with ancillary residential, Complex Category commercial and office properties

— 104 — Sub-Product Lines

We have diversified sub-product line including residential category and commercial category.

Type of product Market positioning

Residential High/Mid-end . Central communities Category Category . In prime locations

Mid-end . In prime locations in urban areas suitable for living, or the Category emerging middle to high-end communities

. Target at middle-income customers

Ordinary . Urban areas for middle class residential communities Category

Commercial International . Target at Fortune 500 and domestic large and medium enterprises Category Grade-A Office . Located in the central business district and are the landmark projects with convenient transportation facilities and comprehensive amenities

Standard . Target at domestic and international large to medium enterprises Grade-A Office . Located in the urban sub-core areas

Standard . Target at small businesses Office . Focus on cost with prudent monitoring of operational expenses

Property Development Process

Our headquarters and project companies work closely in developing our projects. Our headquarters are responsible for making overall strategic decisions about project development while our project companies oversee the day-to-day operations of our project developments. We have established various procedures and policies to manage our property development process.

The following outlines the core elements of our typical project development process:

Site selection and market research

We place great emphasis and devote significant management resources on site selection as it is the fundamental step to our success of project development. Our headquarters and project companies work closely on market research to identify potential targets. Our project companies are responsible for conducting research on the potential demand for a property development on such site, determining the market positioning, calculating certain operational and financial ratios based on our internal benchmarks such as the target internal rate of return for a project and then formulating a preliminary project feasibility study report for the approval of our headquarters.

— 105 — Our major criteria of site selection include:

. our ability to develop a property that fits our growth strategies;

. development potentials in the nearby areas and cities;

. demand for the planned project from nearby connected communities and the neighbourhood;

. potential competition in the region;

. future growth potential and appreciation of the land and potential returns of project development;

. convenience of the site, such as the availability of public transportation and infrastructure support; and

. government existing and future development plans for the area.

Preliminary Preparation

Land Acquisition

We acquire a substantial amount of our land for property development from the PRC government through negotiation and discussion with the government prior to the open tender process, which makes it easier for us to win the bid in the open tender process with legally preferential terms due to our brand and high quality projects with designs conforming to the city development plan by the local government. We also acquire land use rights on the secondary market through purchasing projects which have not been completed or acquiring project companies directly from other property developers. We also acquire land in undeveloped area by participating in the development of that area with the government. In addition, we acquire land by cooperation with the government in renovation and urban renewal of old constructions in core area of the city or in construction of ancillary infrastructure. We acquire a small amount of our land by usual public tenders, auctions or listings-for-sale for land use rights in accordance to the Regulations on Granting State-owned Construction Land Use Right through Tenders, Auction and Putting up for Bidding (招標拍賣掛牌出讓國有建設用地使用權規定), promulgated on 28 September 2007 and became effective on 1 November 2007. It provides that the PRC government may only grant land use rights in respect of state-owned land for business, tourism, entertainment and residential commodity property development purposes by way of public tenders, auctions or listings-for-sale. In a public tender, the relevant authorities may assess either solely on tender prices or, alternatively, by references to various factors, including tender prices, credit record of the bidders and quality of the development proposals, in determining to whom such land use right should be granted to. Material investments on land acquisition are assessed and approved by the investment and decision-making committee of our Board in accordance with the authorisation of the Board. For any investment exceeding the amount authorised by the Board, such investment is submitted to the Board for its approval. Where land use rights are granted through auctions or listings-for-sale, the land use rights are normally granted to the highest bidder.

Project Planning and Design

We engage reputable domestic and international architectural, interior and landscape design firms selected through tender processes to conduct our project design work. We apply high standards and unique design for our extra-high buildings which are the landmarks in the cities where they are located. The standards we applied in our extra-high buildings usually become the standards commonly adopted by other similar projects in that city.

— 106 — A significant portion of our commercial buildings are customized to our clients’ orders. A client could order an entire office building after we acquire the land. In this case, we could plan and design the building according to our client’s requirements. This mode allows us to lock in sales before the pre- sales stage and substantially increases our sell-through rate.

We maintain a dedicated in-house design team and have strong in-house design capabilities. Our in-house design department is responsible for the overall planning and conceptual design of our development projects. Our sales and marketing department will review a design proposal in accordance with its understanding of customers’ need and the relevant market research; and our finance and accounting department is also actively involved to provide certain financial and cost testing. Our design department will then adjust and formulate a final design plan. Our in-house design team works closely with external design firms.

Project financing

We have financed our projects primarily through internal cash flows, including proceeds from pre- sales and sales of our properties, bank loans and trust financing. According to the Guidance on Risk Management of Property Loans of Commercial Banks (商業銀行房地產貸款風險指引)issuedbythe CBRC on 30 August 2004, no bank loan may be granted to projects which have not obtained the relevant land use rights certificates, construction land planning permits, construction work planning permits and construction work commencement permits. On 25 May 2009, the State Council issued a Notice on Adjusting the Capital Ratio of Fixed Assets Investment Project (關於調整固定資產投資項目資本金比例的通知). The notice provides that the minimum capital requirement for affordable housing and ordinary commodity apartments is 20%, and the minimum capital requirement for other real estate development projects is 30%. Pursuant to the Notice on Adjusting and Improving the Capital System for Fixed Asset Investment Projects (國務院關於調整和完善固定資產投資專案資本金制度的通知) issued by the State Council on 9 September 2015, for real estate development projects, the minimum capital requirement remains unchanged at 20% for affordable housing and ordinary commodity housing projects, the minimum capital requirement is adjusted from 30% to 25% for other real estate projects.

We use proceeds from the pre-sales and sales of our properties to fund part of the construction costs of the relevant projects and to settle bank loans. Proceeds from the pre-sales form the integral source of operating cash inflows during our project development. According to the laws of the PRC, we may pre-sell properties under construction after certain criteria are met and proceeds from the pre-sales are normally used for the construction of such properties. Our policy is to finance our property developments with internal resources to the extent practicable so as to reduce the level of external funding required.

At 31 December 2016, our outstanding current and non-current borrowings from banks and other financial institutions amounted to RMB285.0 billion. Our bank loans are primarily provided by major commercial banks in the PRC. We have also financed some of our projects with trust financing. Our ability to finance our projects also depends on the economic and regulatory measures introduced by the central and local governments, which are often intended to stabilise the property market in China. In particular, any decisions to raise the reserve ratio by the PBOC will limit the amount available to commercial banks for lending and our ability to obtain financing from commercial banks.

Construction

Appointment of Construction Companies

We engage construction companies for our projects, including Greenland Construction Group and Yunfeng Group, through tender process in accordance with the Law on Tender and Bidding of the PRC (中華人民共和國招標投標法) and the Rules on the Tender Scope and Criteria for Construction Projects

— 107 — (工程建設項目招標範圍和規模標準規定). In order to ensure the quality and workmanship standards of our properties, we apply stringent criteria in the selection of construction companies and conduct detailed due diligence on them during the bidding process. We typically assess the construction companies’ professional qualifications, reputation and credentials in the project market, financial conditions, experience, price quoted and technical abilities.

After the tender process, we generally accept the winning bidder’sofferandenterintoa construction contact with them, under which the construction company is subject to warranties in respect of the quality and construction completion schedule and is obligated to provide periodic progress reports to enable us to closely monitor the construction progress. The construction companies are also required to pay fines in the event of a delay and bear the costs of rectifying any construction defects. Payment to construction contractors by our Group is made in stages in accordance with the terms and conditions stipulated in the construction contracts and the percentage of stage payments varies from case to case. Upon completion of the project, the contractors will receive approximately 85–90% of the total payment. We will settle the remaining payment at closing and settlement, with 5% as retention money for a period of two to three years. The retention money is used to cover any contingent expenses incurred as a result of any construction defects.

Procurement

Our construction contractors, including Greenland Construction Group, are responsible for procuring general and basic construction materials according to the construction contracts. We have established a centralised procurement process, which plays an essential role in achieving the economies of scale in production and enhancing our bargaining power, ensuring consistent construction material quality and strengthening our cost control. Our procurement department at our headquarters coordinates the procurement of construction materials. We have built stable strategic cooperation with reputable suppliers. We have also set up a stringent bidding process for the selection of suppliers. For construction materials that are particularly important to our projects construction, we seek tenders from various suppliers and assess the quality and price. In addition, pursuant to the Rules on the Tender Scope and Criteria for Construction Projects (工程建設項目招標範圍和規模標準規定) we adopt bidding process for procurement of construction materials whose procurement amount in a single contract exceeding RMB1 million.

Quality Control and Construction Supervision

We place great emphasis on the quality control and construction supervision of our properties to ensure that they comply with relevant regulations and our quality standards. We have established a standardised, professional and procedural operational system of property development and have formulated various management measures for projects management, cost management, procurement management and contracts management as a constituent part of our quality control system.

In compliance with the relevant PRC laws and regulations, we engage certified construction supervision companies to monitor certain aspects of our construction of projects. They conduct quality and safety control checks on all construction materials and workmanship on-site and also monitor the progress of construction, work site safety and the construction completion schedule. In addition to engage external professionals, our project management team of each project company closely oversees the whole construction processes, particularly the quality and timetable of construction works, as well as the selection of construction materials to ensure that our property developments comply with applicable national quality control standards and our own stringent quality control standards.

— 108 — Sales and marketing

Pre-sales

Pre-sales of our properties commence before the completion of a project or a project phase. Under the Law of the PRC on Urban Real Estate Administration (中華人民共和國城市房地產管理法) issued on 1 January 1995 and amended on 27 August 2009, Regulations on Administration of Development and Operations of Urban Real Estate (城市房地產開發經營管理條例) issued on 20 July 1998 and amended on 8 January 2011 and the Measures for the Administration of Pre-sale of Commodity Buildings (城市商品房預售管理辦法) issued on 1 January 1995 and amended on 20 July 2004, pre-sales of a property shall meet the following conditions:

(i) the land premiums have been fully paid and the relevant land use rights certificate has been obtained;

(ii) the construction work planning permit and the construction work commencement permit have been obtained;

(iii) funds invested for construction of the project for pre-sale have exceeded 25% of the total investment for the project and date of completion of the project have been set confirmed; and

(iv) a pre-sale registration has been made with the competent real estate administration and a permit of advance sales of commodities house has been obtained. See ‘‘PRC Regulations’’ for further details of the applicable PRC laws and regulations. Proceeds from pre-sales are generally deposited in escrow accounts and can only be used for financing the construction of the relevant properties.

We adopt a ‘‘quick sales and reasonable pricing’’ strategy and endeavour to sell at least 60% of the residential units within the first month of the sale of such properties. We set our selling prices of our properties by taking into account local market trends, development costs, expected investment returns and prevailing supply and demand conditions. We will enter into a standard contract with each of our purchasers, which mainly specifies the GFA of the property to be sold, purchase price, method of payment and the date of delivery of the completed property.

Sales and Marketing Plan

We are the only leading real estate company in China that primarily rely on internal resources to sell our properties. Our headquarters are responsible for formulating our annual sales and marketing strategies, in accordance with which our sales and marketing departments of the regional project companies formulate their respective sales and marketing plans. Our sales and marketing personnel at the regional project companies conduct comprehensive and detailed market research and formulate the pre-sales, sales and pricing strategies, which are reviewed and analysed by our headquarters. Our marketing department in our headquarters oversees nationwide marketing activities and provides trainings to our sales teams. Our customer database enables us to collect information in real time and accurately estimate resources required at each stage of the sales process in accordance with the data in the database. All regional divisions share the customer database which increases the efficiency of our sales and marking. We also set up elite sales teams to support projects with relatively lower sell-through rates.

— 109 — Completion, Delivery and After-sales Services

Payment Arrangements

Generally, we require purchasers of our properties to pay non-refundable deposits, typically arranging from RMB50,000 to RMB100,000, before entering into formal sale and purchase agreements, which will be forfeited if the purchaser subsequently decides not to purchase the property. Our customers can either pay by one lump sum payment or by mortgage financing. For the customers who choose to settle the purchase price by one lump sum payment, the remaining purchase price balance is typically required to be fully settled no later than six months after the date of the execution of the sale and purchase agreements. For customers purchasing first home who choose to pay by mortgage financing, a down payment of not less than 30% of the purchase price is required to be paid to us upon signing the sale and purchase agreement and according to the current PRC laws and regulations, they could obtain mortgage loans of up to a maximum of 70% of the purchase price with a repayment period of up to 30 years for units with a GFA larger than 90 sq.m. These purchasers are required to pay the remaining balance of the portion of the purchase price that is not covered by the mortgage loans prior to the disbursement of the mortgage loans from mortgage banks.

In line with market practice in the PRC, we provide guarantees to the purchasers of our properties for the mortgage loans from mortgagee banks. Under these guarantees, we are jointly responsible for the repayment of principal and interest amount of the mortgage loans by the respective purchasers. If a purchaser defaults under a mortgage loan, we are obligated to repay all debts owed by the purchaser to the mortgagee bank and the mortgagee bank will assign their rights under the loan and the mortgage to us. After the change of mortgagee, we will have the right to the property. These guarantees will be released upon the earliest of (i) the relevant property ownership certificates being obtained and the certificates of other interests with respect to the relevant properties being delivered to the mortgagee banks, (ii) two years after the expiry date of the mortgage loan contract, or (iii) the settlement of mortgage loans between the mortgagee banks and the purchasers.

Delivery of Properties

We closely monitor the construction progress of our properties and endeavor to deliver our properties to purchasers within the time frame stipulated in the respective sale and purchase agreements. Under the current PRC laws and regulations, we are required to obtain a Record of Acceptance Examination Upon Project Completion《 ( 竣工驗收備案證明》) prior to the delivery of properties to the purchasers. Once a property development project has passed the requisite completion and acceptance inspections, we will notify the purchasers in respect of the delivery on a timely basis. However, if we fail to deliver the properties to purchasers on the date of delivery stipulated in the respective sale and purchase agreements, we will be obliged to pay a compensation fee of a certain percentage of the purchase price.

After the delivery of properties, we are required to obtain a general property ownership certificate for each of our projects and we also offer assistance to purchasers in applying for strata-title Building Ownership Certificate《 ( 分戶產權證》) by providing the requisite information to the local title registration office.

After-sales Services

Our customer relationship department is responsible for the after-sales customer services. We provide comprehensive after-sales services, including assistance to our customers in obtaining property title certificates. A customer service staff is dedicated to each customer to provide after-sales services. We believe the provision of high quality after-sales services could enhance our brand recognition and goodwill and help to generate new sales and customer referrals for our properties.

— 110 — Property development through our joint ventures

We also develop our properties through our joint ventures established with our partners. Pursuant to the terms of our joint venture contracts, both our joint venture partners and we are required to provide property development funds in proportion to our respective interest in the joint venture. We believe that property development through our joint ventures not only helps us to enter into local market but also enables us to utilise the development funds provided by our partners.

PRC Real Property Market

According to the National Bureau of Statistics of China, the total sales revenue of commodity properties in China increased from approximately RMB5,859 billion in 2011 to approximately RMB8,728 billion in 2015 at a CAGR of 10.5%. During the same period, the total GFA of commodity properties sold in China increased from approximately 1,094 million sq.m. in 2011 to approximately 1,285 million sq.m. in 2015 at a CAGR of 4.1%. The average price of commodity properties sold in China increased from RMB5,357 per sq.m. in 2011 to RMB6,793 per sq.m. in 2015, representing a CAGR of 6.1%. The average price of commodity properties sold was calculated by dividing total sales proceeds by the aggregate GFA sold.

The table below sets out selected statistics relating to the PRC property market for the years indicated.

2011–2015 2011 2012 2013 2014 2015 CAGR

Real estate investment (RMB 6,180 7,180 8,601 9,504 9,598 11.6% billion, except CAGR) Investment in real estate 4,432 4,937 5,895 6,435 6,460 9.9% development in residential properties (RMB billion, except CAGR) Total GFA of commodity 1,094 1,113 1,306 1,206 1,285 4.1% properties sold (million sq.m., except CAGR) Total GFA of residential 965 985 1,157 1,052 1,124 3.9% properties sold (million sq.m., except CAGR) Average price of commodity 5,357 5,791 6,237 6,324 6,793 6.1% properties (RMB per sq.m., except CAGR) Average price of residential 4,993 5,430 5,850 5,933 6,472 6.7% properties (RMB per sq.m., except CAGR) Total sales revenue of 5,859 6,446 8,143 7,629 8,728 10.5% commodity properties (RMB billion, except CAGR) Total sales revenue of 4,820 5,347 6,769 6,241 7,275 10.8% residential properties (RMB billion, except CAGR)

Source: 2015 CEIC Global Database, National Bureau of Statistics of China

— 111 — Property Management

Property management is an important part of our property development and operation business. We place great emphasis on property management as a protective measure of our after-sales services, which we believe could enhance our property value and promote our brand recognition. Historically, we managed a majority of the projects developed by us. From November 2013 to February 2014, we sold a majority of our property management business to unrelated third parties and we currently only manage a small portion of our developed projects.

We charge our customers management fees on a monthly or quarterly basis. Under the PRC laws, property owners have the right to engage or dismiss a property management service provider with the consent of more than a half of all owners of the building and consent of owners who represent more than 50% of the interest in the non-communal area of the building in the aggregate. As at the date of this Offering Circular, our property management companies have not been dismissed from the management of any properties.

Construction Business

We operate our construction business through our wholly-owned subsidiary, Greenland Construction Group. Greenland Construction Group has been granted with eleven Grade One qualifications which include General Contractor of House Architectural Engineering Construction, General Contractor of Municipal Administration Public Construction, General Contractor of Metallurgical Engineering Construction, Special Contractor of Steel Structure Engineering, Special Contractor of Decoration Engineering, Special Contractor of Electrical Installing Engineering and Special Contractor of Furnace Engineering, and a design institute and modern production base for steel structure.

Greenland Construction Group has completed a number of construction projects in China including our own projects and projects contracted by third parties. The projects that we have completed, are constructing or have been awarded cover a variety of projects, including large residential complexes, central business districts, office buildings, infrastructures, plants, transportation facilities, etc. and are located in major cities in China. The landmark projects we have been involved in constructions include Shanghai Oriental Pearl TV Tower, Shanghai World Expo Urban Civilization Pavilion, Shanghai International Conference Center, Baoshan Zhanjiang Iron and Steel Base, Zhengzhou Airport, etc.

We normally secure projects through a competitive tender process. As a main contractor, we are involved in the day-to-day management and implementation of the construction projects awarded to us. We sometimes delegate part of the construction work to subcontractors, and coordinate with customers or consultants, subcontractors and suppliers when carrying out the construction. We have been awarded numerous distinctions due to the high quality of our construction work including but not limited to Luban Award, Golden Cup of National High Quality Project, Zhantianyou Golden Cup, Tianfu Golden Cup, Magnolia Award, Golden Cup of Shanghai Municipal Major Construction Project, National Labour Day Certificate of Merit, National Worker Pioneer Award, National Excellent Construction Enterprise and Shanghai Quality Management Award.

Operating income from our construction business for the years ended 31 December 2015 and 2016 amounted to RMB42,662.6 million and RMB76,591.5 million, respectively, accounting for approximately 18.8% and 28.8% of our total operating income during the same period.

— 112 — Finance Business

Finance business is one of the segments that we focus on developing which covers debt and equity investments, asset management and capital operation. As of 31 December 2016, we held equity interest in one wealth management company, two financial assets trading centers and had two private equity firms. We have developed an integrated chain of financial services by establishing Greenland Financial Holdings Co, Ltd. which is our holding company for equity holding and investment in other financial companies. Property structural financing was the core business of Greenland Financial Holdings Co, Ltd. when it was established in 2011. It then expanded into other areas of financial services with its diversified portfolio companies. It holds 100% equity interest in Shanghai Lvdi Investment Guarantee Co., Ltd., which provides guarantee for project finance and loans to companies and individuals, 61% equity interest in Greenland Pawn Co., Ltd., 49.86% equity interest in Shanghai Fengxian Greenland Small Loan Co., Ltd, and 51% in Chongqing Baoshui Gangqu Lvdi Microfinance Co., Ltd., which provide microfinance services to companies and individuals. We also hold minority interest in some financial institutions. We hold approximately 3.98% equity interest in Bank of Jinzhou, 4% equity interest in Shanghai Rural Commercial Bank and 19.9% equity interest in Hangzhou Industrial and Commercial Trust Co., Ltd. and have board representative in these companies. In September 2016, we established Greenland (Asia) Securities Co., Ltd. which holds SFC Type 4 (advising on securities) license and Type 9 (asset management) license.

Consumer Business

Sales of Imported Merchandise

We have established ‘‘online + offline’’ model for sales of more than 20,000 types of imported merchandise. For the procurement process, we have established direct procurement channels with five procurement centers in the United States, the United Kingdom, Australia, South Korea and Canada. With respect to the offline retail model, we are expanding our stores rapidly. In 2016, we opened 18 new stores with our ‘‘G-Super’’ brand and had 27 stores in total covering approximately ten first and second tier cities in China as of 31 December 2016. We also operate two online applications, G-Super wechat online shop and G-Super online store (綠地鮮生), and cooperate with other well-known e-commerce platforms to boost our online sales.

Automobile Services Business

We operate our automobile services business through Greenland Automobile Service Group in which we have 80% interest. We provide automobile dealing and other services with 29 4S dealerships covering Shanghai, Jiangsu, Zhejiang, Jiangxi, Heilongjiang, Hubei and other areas and have been licensed to sell automobiles of globally renowned brands, such as Maserati, Ferrari, Jaguar, Volkswagen, Cadillac, Volvo, BMW, Toyota, Honda, etc.

Operating income from our automobile services business for the years ended 31 December 2015 and 2016 amounted to RMB12,777.8 million and RMB12,605.9 million, respectively, accounting for approximately 5.6% and 4.7% of our total operating income during the same period.

Hotel

We have entered into hotel development and management business since 2005 and established strategic partnership with several internationally famous hotel management groups such as Intercontinental, Marriott and Starwood. We also established Greenland International Hotel Management Group in 2011 which is the platform for our hotel business. We have also established our own hotel brands, Primus which is our luxury hotel brand, and The Qube which is our business hotel brand. In 2016, we have established our high-end self-designed brand ‘‘Hotel Q’’. At 31 December 2016, we had

— 113 — 28 hotels, managed 3 hotels and had 47 hotels under development covering more than 50 cities globally. We have also expanded our hotel business overseas, including the United States, Australia, Germany, Canada, Japan and Korea.

Energy Business

The Company’s energy business focuses primarily in the trading of coal and petrochemical products through manufacturing and wholesale and generate profit through the difference in purchase and selling price. Due to the deterioration of market conditions and reduction in commodity prices, the Company took the initiative to acclimatize its business model, reduced the scale of high-risk businesses, halted trading of petrochemical products, retained the stable and low-risk coal trading business and shifted the emphasis of oil-related businesses to retail business and gas stations. We anticipate that the proportion of energy business in our primary businesses will gradually decrease and energy business will play a less important role in our future expansion plan.

Our main revenue contributors in our energy business segment are coal trading and petroleum trading, in which we adopt the purchase by order model. We receive orders from a downstream client and calculate transportation and other related costs and estimated gross profit. Then we search for upstream supplier and confirm products supply. Afterwards, our downstream trade center receives down payments from our clients followed by execution of sales contracts and delivery of products.

Competition

The property market in China is highly competitive. We compete with other property developers in China in terms of a number of factors, including location, product quality, service quality, price, financial resources, brand recognition and the ability to acquire good quality land reserve. Our existing and potential competitors include major domestic property developers and foreign developers to a lesser extent, such as leading property developers from Hong Kong. We believe that, with our solid and strong national foothold, diversified product portfolio, expertise in extra-high buildings, urban complexes and residential property development, we have demonstrated resiliency to the market changes. Further, given our brand recognition and reputation, product creativity, credibility, quality products and services in the past years, we believe we can react promptly to challenges in the property market in China. See ‘‘Risk Factors — Risks Relating to Our Overall Businesses — We face intense competition in the industries where we have businesses, which may adversely affect our business and results of operations’’.

We also face competition in our other businesses. In our energy business, we compete with coal and petroleum trading companies that may have broad customer base and wide distribution channel in the PRC market. We believe our unique purchase by order model, our brand and reputation in this industry will help us maintain our market share. In construction industry, we face competition from other construction companies based in Shanghai with same qualifications as to ours and able to offer lower quotes in bidding process for project. We believe we will maintain competitive in construction industry due to our high-quality work and efficiency in construction projects. In automobile services industry, we compete with other car dealers that have nationwide presence or strong presence in Eastern China and target customers and offer same brands as we do. We believe our strong presence in Eastern China and nationwide network, our high-quality services and our strong relationships with car manufacturers will allow us to maintain our current market position.

Intellectual Property Rights

Our intellectual property forms an integral basis for our strong brand recognition and is of vital importance to our business. We have registered various trademarks in China, including our ‘‘Greenland’’ trademark which has been recognized as a Famous Trademark of China by SAIC since 2008. As at the

— 114 — date of this Offering Circular, we were not aware of any infringement (i) by us of any intellectual property rights owned by third parties, or (ii) by any third party of any intellectual property rights owned by us.

Insurance

Property developers are not required under applicable PRC laws and regulations to maintain insurance coverage in respect of their property development operations. Consistent with what we believe to be the industry norm for the property development industry in the PRC, we do not maintain insurance coverage against destruction of or damage to our properties, no matter whether they are under development or properties held for sale other than those over which our lending banks have securities interests or for which we are required to maintain insurance coverage under the relevant loan agreements. In addition, we generally do not carry insurance against personal injuries that may occur during property construction. The construction companies are responsible for quality and safety control during the course of the construction and are required to maintain accident insurance for their construction workers pursuant to PRC laws and regulations. To ensure the construction quality and safety, we have set up a set of standards and specifications which the construction workers must comply with during the property construction. We engage qualified supervision companies to oversee the construction process. Under PRC laws, construction contractors and constructors bear civil liability jointly and severally for personal injuries arising out of the construction. However, they shall not be liable if the injury is caused by the willful conduct of the injured or third person. If contractors are aware of the deficiency of qualification or work safety maintenance of the constructors, contractors may bear civil liability for personal injuries suffered by construction workers with constructors jointly and severally. In addition, according to our construction contracts, any liability that may arise from tortious acts committed on work sites will be borne by the construction companies.

We believe that our insurance coverage is adequate and our insurance policy is in line with customary industry practice of property developers. However, we could not guarantee that we have sufficient or any insurance coverage for losses, damages and liabilities that may arise in our business operations. See ‘‘Risk Factors — Risks Relating to Our Property Businesses — We are subject to uninsured risks’’.

Environmental Matters

We are subject to a number of environmental laws and regulations including the Environment Protection Law of the PRC (中華人民共和國環境保護法), the Prevention and Control of Noise Pollution Law of the PRC (中華人民共和國環境噪聲污染防治法), the Prevention of Environmental Pollution by Solid Waste (中華人民共和國固體廢物污染環境防治法), the Environmental Impact Assessment Law of the PRC (中華人民共和國環境影響評價法), and Administrative Regulations on Environmental Protection for Development Projects (建設項目環境保護管理條例). See ‘‘PRC Regulations’’ for details of these environmental laws and regulations. As at the date of this Offering Circular, we had not encountered any material issues in passing inspections conducted by the relevant environmental authorities upon completion of our properties.

Our corporate mission is to continue to improve our corporate responsibility and green credentials. We have made active efforts for energy conservation and emission reduction, and to promote green technology.

Employees and Safety

We are subject to various PRC laws and regulations in respect of labour, insurance, accidents, health and safety, including the Labour Law of the PRC (中國人民共和國勞動法), the Social Insurance Law of the People’s Republic of China (中華人民共和國社會保險法), the Labour Contract Law of the

— 115 — PRC (中華人民共和國勞動合同法), the Social Insurance Law of the PRC (中華人民共和國社會保險法), the Interim Regulations on Collection and Payment of Social Insurance Premiums (社會保險費徵繳暫行條例), the Regulations on Work-related Injury Insurances (工傷保險條例), the Regulations on Unemployment Insurance (失業保險條例), the Trial Procedures for Childbirth Insurance of Enterprise Employees (企業職工生育保險試行辦法), Safety Production Law of the PRC (中國人民共和國安全生產法) and other related regulations, rules and provisions issued by the relevant governmental authorities from time to time.

We are committed to recruiting, training and retaining skilled and experienced employees throughout our operations. We intend to achieve this by offering competitive remuneration packages as well as by focusing on training and career development.

At 31 December 2016, we had 26,686 employees.

In accordance with the relevant PRC laws and regulations, in addition to the housing fund, we contribute to social welfare insurance for our full-time employees in the PRC, including basic pension insurance, basic medical insurance, unemployment insurance, work-related injury insurance and maternity insurance.

Legal Proceedings

We are involved in legal or other disputes from time to time in the ordinary course of our business. Each of these proceedings is, in our view, immaterial in terms of their impact on the business, financial condition or results of operations of our Group. We believe that there is no legal proceeding, pending or threatened against us or our Directors, which could be expected to have a material adverse effect on our business, financial conditions and results of operations.

— 116 — PRC REGULATIONS (Including PRC Regulations on the Guarantee)

Set out below are summaries of certain aspects of PRC laws and regulations, which are material to the business and operations of the Company. These include laws relating to land and real estate development. For a description of the legal risks relating to government regulation of our business see ‘‘Risk Factors’’.

PRC property developers must comply with various requirements mandated by PRC laws and regulations, including the policies and procedures established by local authorities designated to implement such laws and regulations.

In particular, the PRC government exerts considerable direct and indirect influence on the development of the PRC property sector by imposing industry policies and other economic measures, such as control over the supply of land for property development, property financing, taxation, foreign exchange and foreign investment. Through these policies and measures, the PRC government may restrict or reduce the land available for property development, raise the benchmark interest rates of commercial banks, place additional limitations on the ability of commercial banks to make loans to property developers and property purchasers, impose additional taxes, such as property tax, impose levies on property sales and restrict foreign investment in the PRC property sector.

Over the past few years, the PRC government has announced a series of measures designed to stabilize the PRC economy and cool down the property market. For example, on 19 May 2010, the PRC government issued policies to enhance the enforcement of the Land Appreciation Tax (the ‘‘LAT’’). On 29 September 2010, the PBOC and the CBRC jointly issued the Notice on Relevant Issues Regarding the Improvement of Differential Mortgage Loan Policies (中國人民銀行、中國銀行監督管理委員會關於完善差別化住房信貸政策有關問題的通知), which (i) raised the minimum down payment to 30 percent. for all first residential property purchases with mortgage loans and; (ii) required commercial banks in China to suspend mortgage loans to customers for their third and subsequent residential property purchases or to non-local residents who cannot provide documentation certifying payment of local tax or social security for longer than a one-year period. On 26 January 2011, the General Office of the State Council (中華人民共和國國務院辦公廳) issued new notice to further regulate the property market, which among other measures increased the minimum down payment for second residential property purchases from 50 per cent. to 60 per cent. and levied business tax on ordinary residential properties transferred within five years from the purchase date. Since 1 January 2012, the PBOC has adjusted the benchmark lending rates eight times and the reserve requirement ratio eight times. As at the date of this Offering Circular, the benchmark one-year lending rate and the reserve requirement ratio for commercial banks were 4.35 per cent and 16.5 per cent, respectively. On 19 July 2013, pursuant to the Notice on Further Promoting the Market-Oriented Interest Rate Reform (中國人民銀行關於進一步推進利率市場化改革的通知), PBOC abolished the lower limit of the lending rate for financial institutions. In addition, local governments in certain cities, such as Beijing, Shanghai, Suzhou, Wuxi, Haikou, Tianjin, Chengdu and Wuhan, have promulgated policies to limit the maximum number of residential properties which may be purchased by a family. The PRC government has also launched new property tax schemes on a trial basis in Shanghai and Chongqing. On 26 February 2013, the General Office of the State Council issued the Notice on the Continuous Effective Regulation of the Real Estate Market (國務院辦公廳關於繼續做好房地產市場調控工作的通知), which continues to impose strict commercial housing restriction policy, reiterates the differentiating loan policies and further requires enhancement on the individual income taxation relating to the sales of property by individual owners.

On 29 September 2014, BOC and CBRC promulgated the Circular of the People’sBankofChina and China Banking Regulatory Commission on Further Providing Effective Housing Financial Services (關於進一步做好住房金融服務工作的通知). This circular stipulates that the credit policy for second residential property purchases after settling the mortgage loans of first residential property purchases

— 117 — shall accord with the policy for first residential property, i.e., the minimum down payment is 30%, and the minimum interest rate is 70% of the benchmark lending rate. In cities which have no restriction of residential property purchases, the banks have discretion on the minimum down payment and loan interest rates for the mortgage loans of third residential property purchases after settling the mortgage loans of former residential property purchases.

On 30 March 2015, the PBOC, the MOHURD and the CBRC jointly issued the Circular on Issues concerning the Residential Housing Mortgage Loan Policies (中國人民銀行、住房城鄉建設部、中國銀行業監督管理委員會關於個人住房貸款政策有關問題的通知) to relax mortgage rules for second home purchasers to address demand for improved housing and lift the sagging housing market, which provides that the minimum down payment for second home purchasers in general have been lowered to 40%, the minimum down payment for second home purchasers using public housing funds has been cut to 30% if all loans are settled on their first home and for first home purchasers using public housing funds, the minimum down payment has been reduced to 20% of the home’svalue.

On 28 June 2015, the MOHURD issued the Notice on Adjustments on the Municipality’s Housing Provident Fund Deposit and Loan Interest Rates (住房和城鄉建設部關於按照中國人民銀行規定實施住房公積金存貸款利率調整的通知) to decrease the deposit interest rates and the loan interest rates of the housing provident fund from the date of this notice. Pursuant to such notice, the deposit interest rate for housing provident fund collected in the current fiscal year (當年繳存) remains unchanged at 0.35%, and the deposit interest rate for housing provident fund balance carried forward from previous fiscal year (上年結轉) has been lowered from 1.85% to 1.60%. In addition, the interest rate on a housing provident fund loan over five years has been decreased from 3.75% to 3.50%, and the interest rate on a five-year housing provident fund loan or a housing provident loan less than five years has been reduced from 3.25% to 3.00%. On 27 August 2015, the MOHURD further issued the Notice on Adjustments on the Municipality’s Housing Provident Fund Deposit and Loan Interest Rates (住房和城鄉建設部關於按照中國人民銀行規定實施住房公積金存貸款利率調整的通知) (Jian Jin [2015]126) to further decrease the deposit interest rate for housing provident fund balance carried forward from previous fiscal year (上年結轉) has been lowered from 1.60% to 1.35%. In addition, the interest rate on a housing provident fund loan over five years has been decreased from 3.50% to 3.25%, and the interest rate on a five-year housing provident fund loan or a housing provident loan less than five years has been reduced from 3.00% to 2.75%.

On 27 August 2015, the PBOC, MOHURD and CBRC jointly issued the Notice on the Adjustment on the Down Payment Ratio of the Residential Housing Mortgage Loan (住房和城鄉建設部、財政部、中國人民銀行關於調整住房公積金個人住房貸款購房最低首付款比例的通知) which became effective from 1 September 2015. It is the second time that the authorities have lowered the down payment level in 2015. According to the Notice, the minimum down payment for the second home purchasers using public housing funds has been further reduced from 30% to 20% if all loans are settled on their first home. Moreover, the Notice allows Beijing, Shanghai, Guangzhou, Shenzhen to decide the minimum down payment ratio for the second home purchasers using public housing funds based on both the national policy and their local practices on their discretion.

On1February2016,thePBOCandtheCBRCjointly issued the Notice on Issues concerning Adjusting the Individual Housing Loan Policies (中國人民銀行、中國銀行業監督管理委員會關於調整個人住房貸款政策有關問題的通知), which provides that: (i) in cities where ‘‘housing purchase restriction’’ measures are not implemented, the minimum down payment ratio for commercial individual housing loans granted to households of residents for purchasing ordinary housing units for the first time shall generally be 25%, and may be lowered by 5% by local governments; and where a household which owns one housing unit but has not paid off the relevant housing loan applies again for a commercial

— 118 — individual housing loan to purchase an ordinary housing unit to improve living conditions, the minimum down payment ratio shall not be less than 30%; and (ii) in cities where ‘‘housing purchase restriction’’ measures are implemented, the individual housing loan policies shall remain unchanged.

On 17 February 2016, the PBOC, MOHURD and MOF jointly released the Notice in Regard to Bettering Housing Provident Fund Personal Account Deposit Interest Rate Formation Mechanism (關於完善職工住房公積金賬戶存款利率形成機制的通知), which provides that the deposit rate of personal housing provident fund has been adjusted to the benchmark one-year deposit rate from 21 February 2016.

Intra-Group Lending

AccordingtoSection61oftheGeneralPrincipalsofLoans(貸款通則) promulgated by the PBOC in 1996, lending and capital raising among non-financial institutions is prohibited. There is a risk that intra-Group lending may be deemed not in compliance with the General Principals of Loans, and the PBOC could cancel the certain intra-Group loans and impose a fine equal to one to five times of its interest income accrued from such loans.

PRCRegulationonLandSupply

PRC government regulations and policies may impair the Company’s ability to obtain a sufficient number of sites or retain sites suitable for property developments. The Company derives the majority of its revenue from the sale of properties it developed in China. This revenue stream is dependent on the Company’s ability to complete and sell its property developments. To grow or maintain its business in the future, the Company will be required to replenish its land reserve with suitable sites for developments. The Company’s ability to identify and acquire a sufficient number of suitable sites is subject to a number of factors that are beyond its control.

The PRC government controls substantially all of the country’s land supply, and regulates the means by which property developers, including the Company, obtain land sites for property developments. As a result, the PRC government’s land supply policies affect the Company’s ability to acquire land use rights for sites that the Company identifies and the costs of land acquisition. Although these regulations do not prevent privately held land use rights from being traded in the secondary market, the PRC government’s policy to grant state-owned land use rights through a bidding system has caused an increase in the acquisition cost of land reserves in the PRC. If the Company fails to acquire sufficient land reserves in a timely manner and at acceptable prices, or at all, its business prospects, financial condition and results of operations may be materially and adversely affected.

The PRC government has adopted a number of initiatives to control the growth of China’s residential property sector and to promote the development of affordable housing. For example: (1) one of these initiatives requires local governments, when approving new residential projects after 1 June 2006, to ensure that at least 70 per cent. of GFA granted for each project consists of units that are smaller than 90 sq.m. (including affordable housing); (2) in a notice made on 30 September 2007 and amended on 3 December 2010, the MLR stated that land supply priority shall be given to ordinary commodity houses at middle to low prices and of medium to small sizes, affordable housing and low- rent housing, and local authorities shall ensure that at least 70% of annual land supply approved consists of the preceding categories of housing units; (3) pursuant to the Catalogue of Restricted Use of Land (2012 Version) (限制用地項目目錄(2012年本)) issued by the MLR and the NDRC on 23 May 2012, the area of a parcel of land granted for commodity housing development shall not exceed seven hectares in small cities and towns, 14 hectares in medium-sized cities or 20 hectares in large cities; and (4) pursuant to the Notice on Further Strengthening the Administration and Control of Real Estate Land and Construction (關於進一步加強房地產用地和建設管理調控的通知) jointly issued by the MLR and the MOHURD in September 2010, the development and construction of large low-density residential

— 119 — properties should be strictly restricted, and the plot ratio for residential land is required to be more than 1.0. In addition, the PRC central and local governments have implemented various measures to regulate the means by which property developers obtain land use rights for property development. The PRC government also controls land supply through zoning, land usage regulations and other means.

All of these measures further intensify the competition for land in China among property developers. These policy initiatives and other measures adopted by the PRC government from time to time may limit the Company’s ability to acquire suitable land for its development or increase land acquisition costs significantly, which may have a material adverse effect on its business, financial condition and results of operations.

Land Acquisition Laws

The Rules Regarding the Grant of State-Owned Land Use Rights by Way of Tender, Auction and Listing-for-sale (招標拍賣掛牌出讓國有土地使用權規定) issued by the MLR (‘‘Circular 11’’)provide that, from 1 July 2002, land use rights for the purposes of commerce, tourism, entertainment and commodity residential property development in China shall be granted by the government only through public tender, auction or listing-for-sale. When deciding to whom land use rights are granted through a tender bidding, the relevant authorities will consider not only the tender price, but also the credit history, qualifications and tender proposal of the tenderor according to the criteria for the bidding. These measures will result in a more transparent land grant process, which will enable developers to compete more effectively.

On 5 June 2003, the PBOC published the Notice on Further Strengthening the Administration of Real Estate Loans (中國人民銀行關於進一步加強房地產信貸業務管理的通知). This notice prohibits commercial banks from advancing loans to fund the payments of land premiums. As a result, real estate developers may only use their own funds to pay for land premiums.

In September 2007, the MLR further promulgated the Regulations on the Grant of State-owned Construction Land Use Rights through Public Tender, Auction and Invitation for Bidding (招標拍賣掛牌出讓國有建設用地使用權規定) to amend Circular 11, requiring that land for industrial use, except land for mining, must also be granted by public tender, auction and invitation for bidding. Only after the grantee has paid the land premium in full under the land grant contract can the grantee apply for the land registration and obtain the land use right certificates. Furthermore, land use rights certificates may not be issued in proportion to the land premium paid under the land grant contract.

In November 2009, the MOF, the MLR, the PBOC, the PRC Ministry of Supervision and the PRC National Audit Office jointly promulgated the Notice on Further Enhancing the Revenue and Expenditure Control over Land Grant (關於進一步加強土地出讓收支管理的通知). This Notice raises the minimum down payment for land premium to 50 per cent. and requires the land premium to be fully paid within one year after the signing of a land grant contract, subject to limited exceptions.

The MLR promulgated the Notice on Problems Regarding Strengthening Control and Monitoring of Real Estate Land Supply (關於加強房地產用地供應和監管有關問題的通知)(the‘‘Notice’’)on8 March 2010. According to the Notice, the land provision for affordable housing, redevelopment of slum districts and small/medium residential units for occupier owner should be no less than 70 per cent. of total land supply, and the land supply for large residential units will be strictly controlled and land supply for villa projects will be banned. The Notice also requires that the lowest land grant price should not be less than 70 per cent. of the basic land price of the place where the granted land is located and the real estate developer’s bid deposit should not be less than 20 per cent. of the lowest grant price. The land grant agreement must be executed within ten working days after the land transaction is confirmed. The minimum down payment of the land premium should be 50 per cent. and must be paid within one month after the execution of the land grant agreement. The balance should be paid in accordance with

— 120 — the agreement, but no later than one year. If the land grant agreement is not executed in accordance with the requirement above, the land shall not be handed over and the deposit will not be returned. If no grant premium is paid after the execution of the agreement, the land must be withdrawn.

On 21 September 2010, the MLR and the MOHURD issued the Notice on Further Strengthening the Administration and Control of the Lands for Real Estates and the Construction of Real Estates (國土資源部住房和城鄉建設部關於進一步加強房地產用地和建設管理調控的通知) to tighten the examination of qualifications of land bidders. It specifies that when the bidders take part in the bidding or auction of the transferred land, the competent authority of land and resources shall, in addition to requiring proof of identity documents and payment of the bid security, require an undertaking letter stating that the bid security is not from any bank loan, shareholders’ borrowing, on-lending or raised funds and the credit certificate issued by commercial financial institutions. If the bidders are found to have conducted any of the following illegal or irregular activities, the competent authority of land and resources shall forbid the bidders and their controlling shareholders from participating in land bidding activities: (1) committing crimes such as forgery of instruments with an aim to illegally sell the land; (2) conducting illegal activities such as illegal transfers of land use right; (3) where the land is idling for a period of more than one year due to the enterprises’ reasons; or (4) where the development and construction enterprise develops and takes advantage of the land in contravention of the conditions as agreed in the transfer contract. The relevant authorities of land and resources at all levels are required to strictly implement the regulations.

On 13 May 2011, the Ministry of Land and Resources Promulgated the Opinions on Upholding and Improving the System for the Transfer of Land by Tender, Auction and Listing (關於堅持和完善土地招標拍賣掛牌出讓制度的意見), which provides, among other things, that (i) correct utilization of the regulating and controlling effects of the land transfer policy through tender, auction and listing; (ii) improvement in the transparency of the system of tender, auction and listing for housing land; (iii) adjustment and improvement in the land transfer policy through tender, auction and listing, including (a) limitation on house price or land price, and transfer of policy-related housing land by listing or auction; (b) limitation of the gross floor area of allocated security housing, and transfer of commodity housing land by listing or auction; (c) carrying out of comprehensive assessment on conditions of land development and utilization and land transfer prices, and determination of the person who is entitled to land use rights by tender; (iv) promotion of online operation of the transfer of land use rights; (v) improvement in the contracts for land transfer through tender, auction and listing. As a result, property developers are not allowed to bid for a large piece of land, make partial payment, and then apply for a land use rights certificate for the corresponding portion of land in order to commence development, which had been the practice in many Chinese cities. The implementation of such regulation requires property developers to maintain a higher level of working capital, which may have a material adverse effect on our cash flow position, financial condition and business plans.

On 19 July 2012, the MLR and the MOHURD issued the Urgent Notice on Further Tightening Real Estate Land Management and Consolidating Achievements in Real Estate Market Regulation (關於進一步嚴格房地產用地管理鞏固房地產市場調控成果的緊急通知), which reiterated the stringent land policies stated above. On 8 April 2013, the MLR issued the Notice on Issuance of Technical Code on Valuation for Land Grant Premium of State-owned Construction Land Use Rights (Trial) (關於發佈《國有建設用地使用權出讓地價評估技術規範(試行)》的通知). The notice provides that, the competent local land authority must conduct valuation process to determine the basic price of state-owned lands for grant, which shall be determined based on a valuation report on the land in consistent with the technical code issued. The ultimate land premium reached between the land authority and the grantee shall not be less than the basic price of the land determined previously.

— 121 — On 25 March 2015, the MLR and the MOHURD issued the Notice on Optimizing the Housing and Land Supply Structure in 2015 and Promoting Stable and Sound Development of Real Estate Market (國土資源部、住房城鄉建設部關於優化2015年住房及用地供應結構促進房地產市場平穩健康發展的通知), pursuant to which if the real estate enterprises have conducted serious illegal or irregular activities in the land development and transaction, the competent authorities of land and resources have the power to restrict or forbid the real estate enterprises from participating in new land bidding activities.

In order to control and facilitate the procedure of obtaining land use rights, several local governments have stipulated standard provisions for land grant contracts. Such provisions usually include terms such as use of land, land premium and manner of payment, building restrictions including site coverage, total gross floor area and height limitations, construction of public facilities, submission of building plans and approvals, deadlines for completion of construction, town planning requirements, restrictions against alienation before payment of premium and completion of prescribed development and liabilities for breach of contract. Any change requested by the land user in the specified use of land after the execution of a land grant contract will be subject to approvals from the relevant local land bureau and the relevant urban planning department, and a new land use contract may have to be signed and the land premium may have to be adjusted to reflect the added value of the new use. Registration procedures must then be carried out immediately.

Under current regulations, grantees of land use rights are generally allowed to dispose of the land use rights granted to them in the secondary market. Subject to the terms of the land use right grant and relevant registration requirements, the Company may choose to acquire land from such third parties.

Government Approvals

A PRC property developer must hold a valid qualification certificate to develop property. In addition, at various stages of project development, a PRC property developer must also obtain or renew various licences, certificates, permits and approvals from the relevant PRC administrative authorities, including land use right certificates, planning permits, construction permits, pre-sale permits and certificates or confirmation of completion.

According to the Provisions on Administration of Qualifications of Real Estate Developers (房地產開發企業資質管理規定) issued on 29 March 2000 and amended on 4 May 2015 by MOHURD, a newly established property developer must first apply for a provisional qualification certificate with a one-year validity, which can be renewed annually for not more than two consecutive years. If, however, the newly established property developer fails to commence a property development project within the one-year period following the issue of the provisional qualification certificate, it will not be allowed to extend the term of its provisional qualification certificate. Developers with longer operating histories must submit their qualification certificates to relevant construction administration authorities for review annually. Government regulations require developers to fulfill all statutory requirements before they may obtain or renew their qualification certificates.

The Company conducts its property developments through project companies. These project companies must hold valid qualification certificates to conduct their businesses. There can be no assurance that the Company’s project companies will continue to be able to obtain or renew the necessary qualification certificates in a timely manner, or at all. If any of the Company’s project companies do not obtain or renew the necessary qualification certificates in a timely manner, or at all, the Company’s prospects, business, results of operations and financial condition may be materially and adversely affected.

Pursuant to the Measures for the Administration of Qualifications of Property Service Enterprises (物業服務企業資質管理辦法), which became effect on 1 May 2004 and revised on 26 November 2007 and 4 May 2015 respectively, entities engaged in property management are required to obtain

— 122 — qualification certificates before they commence their business operations. The Company’s property management subsidiaries are primarily engaged in the management of the residential and commercial properties that the Company has developed. If any property management companies are unable to meet the relevant requirements and therefore unable to obtain or maintain the qualification certificates, the business and financial condition of the Company could be materially and adversely affected.

Land Use Rights

The land use rights in respect of the Company’s land reserves will not be formally vested in the Company until it has received the relevant formal land use right certificates and failure to obtain or comply with land use rights could lead to confiscation of its land by the PRC government. Under current PRC land grant policies, the relevant authorities generally will not issue formal land use right certificates until the developer (i) has paid the land premium in full; and (ii) is in compliance with other land grant conditions. The land use rights in respect of the projects and the land that the Company may acquire in the future will not be formally vested in it until it has received the corresponding formal land use right certificates.

If a developer fails to develop the project according to the terms of the land grant contract, the relevant government authorities may issue a warning to, or impose a penalty on, the developer or confiscate the land use rights. Any violation of the land grant contract may also restrict a developer’s ability to participate, or prevent it from participating, in future land bidding. Specifically, pursuant to the Measure on Disposal of Idle Land (閒置土地處置辦法) which was promulgated by MLR on 28 April 1999, as amended on 22 May 2012 and became effective on 1 July 2012, if a developer fails to commence development for more than one year from the commencement date stipulated in the land grant contract, the relevant PRC land bureau may serve a warning notice on such developer and impose an idle land fee of up to 20 per cent. of the land premium, unless the delay in the development is caused by government actions or force majeure. If a developer fails to commence the development for more than two years from the commencement date stipulated in the land grant contract, the land use rights are subject to forfeiture to the PRC government unless the delay in development is caused by government actions or force majeure. On 21 March 2013, the MLR promulgated the Notice on the Issuance of Model Legal Instrument of Disposal of Idle Land and Case Table of Disposal of Idle Land (關於印發《閒置土地處置法律文書示範文本》和《閒置土地處置案卷表》的通知) to further standardize the process of the investigation, identification and disposal of idle lands.

On 29 September 2010, the PBOC and the CBRC jointly issued the Notice on Relevant Issues Regarding the Improvement of Differential Mortgage Loan Policies (關於完善差別化住房信貸政策有關問題的通知), which required commercial banks to cease to grant loans for new development projects and renewal of loans to property developers that have records of violation of laws and regulations as a result of, among other things, rendering the land idle, changing the use and nature of land, delaying the construction commencement and completion and refusing to sell the properties. On 26 January 2011, the General Office of the State Council promulgated the Notice on Further Improving the Real Estate Market Regulation and Work-related Issues (關於進一步做好房地產市場調控工作有關問題的通知), which stipulates that the PRC government will confiscate land use rights and impose an idle land fee of up to 20 per cent. of the land premium if a developer fails to obtain the construction permit and commence development for more than two years from the commencement date stipulated in the land grant contract. On 26 February 2013, the General Office of the State Council issued the Notice on the Continuous Effective Regulation of the Real Estate Market (關於繼續做好房地產市場調控工作的通知), which provides that land developers that hold idle land shall be prohibited from participating in land bidding, acquiring loans from commercial banks for new residential project, obtaining relevant approvals from CSRC for public listings, refinancing and major assets restructuring and relevant approvals from

— 123 — CBRC for trust financing. There can be no assurance that there will not be delays in the authorities’ issuance of the land use right certificates or the construction permits in respect of the Company’s projects.

Financing Regulation

The property development business is capital intensive; measures intended to cool the PRC property market could impair the Company’s ability to finance the acquisition and development of its properties. The Company finances its property developments primarily through a combination of presales and sales proceeds, borrowings and equity contributions from shareholders. The Company’s ability to maintain adequate working capital and external financing for land acquisitions or property developments on commercially acceptable terms depends on a number of factors that are beyond the Company’s control.

The PRC government has in the past taken a number of policy initiatives to tighten financing to property developers. Both the Circular on Further Strengthening the Management of Loans for Property Business (關於進一步加強房地產信貸業務管理的通知) issued by the PBOC on 5 June 2003 and the Guidance on Risk Management of Property Loans of Commercial Banks (商業銀行房地產貸款風險管理指引) issued by CBRC on 30 August 2004 specified the requirements for banks providing loans for the purposes of property development. These requirements include: (1) that loans from commercial banks to real estate enterprises may be granted only as property development loans and it is strictly forbidden to extend such loans as current capital loans for property development projects or other purposes. No lending shall be granted to enterprises which have not obtained the relevant land use right certificates, construction land planning permits, construction work planning permit and construction commencement work permits; and (2) that commercial banks may not grant loans to property developers to finance land premium payments. On 27 September 2007, PBOC and CBRC issued the Notice on Strengthening the Credit Management of Commercial Real Estate (關於加強商業性房地產信貸管理的通知), which further required that loans from commercial banks could only be utilized in the projects of local area subject to limited exclusions, and commercial banks shall not accept commercial houses that have been left idle for more than three years as mortgage for loans.

The fiscal and other measures adopted by the PRC government from time to time may limit the flexibility and ability of the Company to use bank loans to finance its property developments and therefore may require the Company to maintain a relatively high level of internally-sourced cash. In November 2009, the MOF, the MLR, the PBOC, the PRC Ministry of Supervision and the PRC National Audit Office jointly promulgated the Notice on Further Enhancing the Revenue and Expenditure Control over Land Grant (關於進一步加強土地出讓收支管理的通知) which provided that raised the minimum down payment on land premium to 50 per cent. of the total premium and requires the land premium to be fully paid within one year after the signing of a land grant contract, subject to limited exceptions. In March 2010, the PRC government further tightened this requirement by setting the minimum price for land granted to be equal to at least 70 per cent. of the benchmark price for land in the surrounding locality and the bidding deposit to be equal to at least 20 per cent. of the applicable minimum land grant price. Additionally, a land grant contract is required to be entered into within ten working days after the land grant deal is closed and the down payment of 50 per cent. of the land premium (including any deposits previously paid) is required to be paid within one month of signing the land grant contract, with the remaining amount to be paid in full within one year of the date of the land grant contract in accordance with provisions of such land grant contract. These new requirements increase the Company’s need for cash to facilitate land acquisitions and construction.

— 124 — enterprises and their overseas controlled entities shall procure the registration of any debt securities issues outside the PRC with NDRC prior to the issue of the securities and notify the particulars of the relevant issues within 10 working days after the completion of the issue of the securities. The NDRC Circular itself is silent on the legal consequences of non-compliance with the pre-issue registration requirement. Although the Company intends to obtain the pre-issuance registration certificate in respect of each offering of Notes from NDRC prior to the issuance of each Tranche of Notes, if NDRC finds the Company to be guilty of maliciously obtaining quota of foreign debts or providing false information, NDRC may blacklist or publish on the national credit information platform a bad credit record against the Company, or even punish the Company with other related authorities. Similarly, there is no clarity on the legal consequences of non-compliance with the Post-issuance Filing under the NDRC Circular. The Company has undertaken to notify NDRC of the particulars of the issue of the Notes within 10 PRC Business Days after the Issue Date.

Property Development Financing Laws

On 25 May 2009, the State Council issued the Notice on the Adjustment of the Invested Capital Ratio regarding Investment in Fixed Assets (國務院關於調整固定資產投資項目資本金比例的通知), according to which, for the development of an indemnificatory housing project and a general commodity housing project, the minimum registered capital shall be no less that 20 per cent. of the total investment of the fixed assets development project, and for other property development projects, the minimum registered capital shall be no less than 30 per cent. of the total investment. Therefore, the Company shall use its own funds to fulfill the requirement of the minimum registered capital and could only get such external funding as bank loans for the financing of the remaining capital needs.

Pursuant to the Notice on Adjusting and Improving the Capital System for Fixed Asset Investment Projects (國務院關於調整和完善固定資產投資專案資本金制度的通知) issued by the State Council on 9 September 2015, for real estate development projects, the minimum capital requirement remains unchanged at 20% for affordable housing and ordinary commodity housing projects, the minimum capital requirement is adjusted from 30% to 25% for other real estate projects.

Pre-Sale Regulations

The Company faces contractual and legal risks relating to the pre-sale of properties, including the risk that property developments may not be completed and the risk that changes in laws and regulations in relation to the pre-sales of properties may materially and adversely affect its business, cash flow, financial condition and results of operations. The Company faces contractual risks relating to the pre- sales of properties. For example, if the Company fails to meet the completion time as stated in the pre- sale contracts, purchasers of pre-sold units have the right to claim damages under the pre-sale contracts. Pursuant to Interpretations on Certain Issues Concerning the Application of Law in Trying Cases Involving Disputes over Contracts on Purchase and Sale of Commodity Premises by Supreme People’s Court (最高人民法院關於審理商品房買賣合同糾紛案件適用法律若干問題的解釋) enacted on 28 April 2003 and enforced on 1 June 2003, if the Company still fails to deliver the properties to the purchasers within the grace period stipulated in the presale contracts, the purchasers have the right of termination.

According to Administrative Measures for the Sale of Commodity Houses (商品房銷售管理辦法) issued by Ministry of Construction on 4 April 2001 and enforced on 1 June 2001, if the actual GFA of a completed property delivered to purchasers deviates by more than 3 per cent. from the GFA originally stated in the pre-sale contracts, purchasers have the right of termination or the right to claim damages. There can be neither assurance that the Company will not experience delays in the completion and delivery of its projects, nor that the GFA for a delivered unit will not deviate more than 3 per cent. from the GFA set out in the relevant contract. Any termination of the purchase contract as a result of the Company’s late delivery of properties will have a material and adverse effect on its business, financial condition and results of operations.

— 125 — Proceeds from the pre-sales of the Company’s properties are an important source of funds for the Company’s property developments and have an impact on its liquidity position. On 5 August 2005, the PBOC recommended in a report entitled ‘‘2004 Real Estate Financing Report’’ (2004年中國房地產金融報告) that the practice of pre-selling uncompleted properties be discontinued, on the ground that it creates significant market risks and generates transactional irregularities. On 24 July 2007, an economic research institution under the NDRC proposed to change the existing system for sale of forward delivery housing into one for sale of completed housing. Such recommendation has not been adopted by any PRC governmental authority and has no mandatory effect. In April 2010, the MOHURD issued the Notice on Further Strengthening the Supervision of Real Estate Market and Improving the Pre-Sale system of Commodity Housing (關於進一步加強房地產市場監管完善商品住房預售制度有關問題的通知). The notice urged local governments to enact regulations on the sale of completed residential properties in light of local conditions and encouraged property developers to sell residential properties when they are completed. There can be no assurance that the PRC governmental authorities will not ban or impose material limitations on the practice of pre-selling uncompleted properties in the future. Future implementation of any restrictions on the Company’s ability to pre-sell its properties, including any requirements to increase the amount of up- front expenditure the Company must incur prior to obtaining the presale permit, would extend the time required for recovery of its capital outlay and would force it to seek alternative means to finance the various stages of its property developments. This, in turn, could have a material and adverse effect on the business, cash flow, financial condition and results of operations of the Company.

According to the Notice of Further Regulation on the Real Estate Market (國務院辦公廳關於繼續做好房地產市場調控工作的通知) issued by the General Office of the State Council on 26 February 2013, since 2013, local governments shall raise the threshold of commodity housing pre-sales, strengthen the licence management such as construction investment, and delivery time period, guide real estate developers to price the commodity housing rationally, and steadily promote the reform of the pre- sale system of commodity housing. The local government may refuse to issue the pre-sale certificate to: (1) the development project of which the pre-sale price is unreasonably high and the developer refuses to accept the direction of relevant government authority; and (2) the commodity housing project of which the developer does not accept supervision on the pre-sale capital of the relevant project.

PRCRegulationonRealEstateAdvertisements

On 24 December 2015, the AIC promulgated the Provisions on Distribution of Real Estate Advertisements (房地產廣告發佈規定), which has become effective on 1 February 2016. According to the Provisions, (1) real estate advertisements referred to in the Provisions shall mean advertisements distributed by real estate development enterprises, holders of real estate rights and real estate intermediary service organizations for pre-sale, pre-lease, sale and lease of real estate projects, project transfer and other real estate projects; (2) real estate advertisements shall be true, legitimate, scientific and accurate, and shall not defraud or mislead consumers; (3) real estate advertisements and information of housing sources shall be true; and (4) the area advertised in real estate advertisements shall be stated as floor area or indoor floor space. In addition, the Provisions also specified other requirements related to the contents of the real estate advertisements.

PRC Regulation on Foreign-Invested Property Development Enterprises

Pursuant to the Foreign Investment Industrial Guidance Catalogue (2007 Revision) (外商投資產業指導目錄(2007年修訂)) jointly promulgated by MOFCOM and NDRC on 31 October 2007, the development and construction of ordinary residential houses were moved from the category of industries in which foreign investment is encouraged to the category of industries in which foreign investment is permitted. In addition, the category of industries in which foreign investment is subject to restrictions (the ‘‘Restricted Category’’) has been adjusted to include the following: the development of large-scale land, which shall be operated only by sino-foreign joint ventures or sino-foreign cooperative ventures;

— 126 — the construction and operation of upscale hotels, villas, premium office buildings and international conference centers; and the secondary property market and housing agents or brokerages. Pursuant to the new Foreign Investment Industrial Guidance Catalogue (2011 Revision) (外商投資產業指導目錄(2011 年修訂)) jointly promulgated by MOFCOM and NDRC on 24 December 2011, the development and construction of villas were moved from the Restricted Category to the category of industries in which foreign investment is prohibited (the ‘‘Prohibited Category’’). On 10 March 2015, MOFCOM and NDRC jointly issued the new Foreign Investment Industrial Guidance Catalogue (2015 Revision) (外商投資產業指導目錄(2015年修訂)) to revise the 2011 Revision. The 2015 Revision removed all industries of real estate previously specified in the Restricted Catalogue of 2011 Revision and the operation of villas and golf courses previously specified in the Prohibited Category of the 2011 Revision.

Pursuant to the Circular on Standardizing the Admittance and Administration of Foreign Capital in the Real Property Market (關於規範房地產市場外資准入和管理的意見)(‘‘Circular 171’’) jointly promulgated and implemented by MOHURD, MOFCOM, NDRC, PBOC, SAIC and SAFE on 11 July 2006, the admittance and administration of foreign capital in the property market must comply with the following requirements: (1) an overseas investor that has not obtained an approval certificate of foreign- invested enterprises or a business license shall not engage in any development or operation of property; (2) for a foreign-invested property enterprise with an investment amount of at least U.S.$10 million, its registered capital shall not be less than 50% of its investment amount; and (3) where the total investment is less than U.S.$10 million, its registered capital shall be governed by the existing provisions.

Pursuant to the Circular of the General Office of the Ministry of Commerce on Relevant Issues Concerning the Implementation of the Opinions Concerning Regulating the Admittance and Administration of Foreign Investment in the Real Property Market (商務部辦公廳關於貫徹落實《關於規範房地產市場外資准入和管理的意見》有關問題的通知)(‘‘MOFCOM Circular 192’’)promulgated and implemented on 14 August 2006, where the amount of investment of a property enterprise established by foreign investment is not less than U.S.$10 million, its registered capital shall not be less than 50% of its amount of investment; if the investment amount is more than U.S.$3 million but less than U.S.$10 million, its registered capital shall not be less than 50% of its amount of investment; if the investment amount is not more than U.S.$3 million, its registered capital shall not be less than 70% of its amount of investment. Where an overseas investor merges with a domestic property enterprise through equity transfer or any other means, or an overseas investor acquires equity of the Chinese party of a foreign-invested property enterprise, it shall make appropriate arrangements for the relevant employees, settle the bank debts and pay the transfer fee with its self-owned capital in a one-off manner within three months as at the date when the business license of the foreign-invested enterprise license is issued (in case of merging domestic enterprises) or the equity transfer agreement comes into force (in case of acquisition of domestic shares of foreign invested enterprises).

On 19 August 2015, the MOHURD, MOFCOM, NDRC, PBOC, SAIC and SAFE jointly issued the Notice Adjusting Policies on the Access and Administration of Foreign Investment in the Real Property Market (住房城鄉建設部、商務部、國家發展改革委、人民銀行、工商總局、外匯局關於調整房地產市場外資准入和管理有關政策的通知)(‘‘Notice 122’’) to relax the following restrictions on foreign investment in the real estate market which were previously introduced in both Circular 171 and MOFCOM Circular 192: (i) Notice 122 removed the restriction of the ratio between the FIE’s registered capital amount and the amount of total investment required by both Circular 171 and MOFCOM Circular 192. According to Notice 122, real estate FIEs may enjoy the same ratio between the FIE’s registered capital amount and the amount of total investment as other FIEs; (ii) Notice 122 also removed the requirement on full payment of registered capital before a real estate FIE may borrow domestic loans, foreign loans or convert foreign exchange loans into Renminbi; (iii) in addition, previously under Circular 171, only foreign individuals who have been studying or working in China for more than one year are allowed to purchase real estate. Nowadays, Notice 122 lifted such one-year limit and allows

— 127 — foreign individuals to purchase real estate in China for their own use; and (iv) Notice 122 further provides that the MOHURD, MOFCOM, NDRC, PBOC, SAIC and SAFE will continually simplify, optimize and improve the formalities of foreign investment in real estate market and allows real estate FIEs to directly complete relevant SAFE registrations with competent banks according to relevant SAFE regulations. Apart from the abovementioned adjustments specified in Notice 122, Circular 171 and MOFCOM Circular 192 still remain effective.

The Notice Concerning Further Strengthening and Regulating the Examination, Approval and Supervision of Direct Foreign Investment in Property (關於進一步加強、規範外商直接投資房地產業審批和監管的通知) jointly issued and implemented by MOFCOM and SAFE on 23 May 2007 and amended on 28 October 2015, provides stricter control measures, as follows: foreign investment in the property sector in the PRC relating to upscale properties should be strictly controlled; where an established foreign-invested enterprise intends to enter an existing property development or operation business or engage in a new property development or operation project, it shall apply to the examining and approving organ for extending its business scope or enlarging its business scale in accordance with the relevant laws and regulations governing foreign investment; the merger of or investment in domestic property enterprises by way of return on investment (including the same actual controller) shall be placed under strict control. No overseas investor may avoid by means of changing the actual controller of any domestic property enterprise.

Pursuant to the Notice on Proper Handling of Archival Documents for Foreign Investment in the Property Industry (商務部關於做好外商投資房地產業備案工作的通知)issuedbyMOFCOMon18 June 2008, the local branches of MOFCOM are authorized to verify the materials for archiving as submitted by the foreign-invested property enterprise. MOFCOM together with other departments of the State Council shall conduct spot-checks over the above enterprises.

According to the Administrative Measures for the Verification and Approval and Filing of Foreign Investment Projects (外商投資項目核准和備案管理辦法) issued on 17 May 2014 and revised on 27 December 2014 by the NDRC and the Circular of the State Council on Promulgating the Catalogue of Investment Projects Subject to the Approval of the Government (2016 Version) (政府核准的投資項目目錄(2016年本)), restricted projects with total investment (including capital increase) of U.S.$300 million or above in the Foreign Investment Industrial Guidance Catalogue (外商投資產業指導目錄) (‘‘Guidance Catalogue’’) shall be subject to the approval of the competent investment department under the State Council. Among them, projects with total investment (including capital increase) of U.S.$2 billion or above shall be reported to the State Council for registration. Restricted projects with total investment (including capital increase) of less than U.S.$300 million in the Guidance Catalogue shall be subject to the approval of provincial-level governments. Projects not prescribed in the preceding paragraph but included in Articles 1 to 10 of the Circular of the State Council on Promulgating the Catalogue of Investment Projects Subject to the Approval of the Government (2016 Version) (政府核准的投資項目目錄) shall be subject to the approval as specified therein.

Pursuant to the Circular on Issues Concerning the Authorization for the Review and Approval of Foreign Investment (關於下放外商投資審批權限有關問題的通知) promulgated by MOFCOM on 10 June 2010, the establishment and change of registration of foreign-invested enterprises with a total investment not exceeding U.S.$300 million within the encouraged or permitted category, and with a total investment of no more than U.S.$50 million within in the restricted category may be examined and approved by the competent authorities of MOFCOM at the provincial level.

On 24 June 2014, MOFCOM and SAFE jointly issued the Notice on Improving Handling of Archival Documents for Foreign Investment in the Property Industry (關於改進外商投資房地產備案工作的通知)(‘‘Circular 340’’) which became effective on 1 August 2014, with the aim to streamline the archiving process. According to Circular 340, the hardcopy materials for archiving submitted by the foreign-invested real property enterprise to provincial MOFCOM authorities will be reviewed and

— 128 — archived by provincial authorities, and the information of the enterprises will be transmitted to the MOFCOM in electronic form. MOFCOM will conduct routine spot-check of those enterprises which have fulfilled the archiving procedure; list of foreign-invested real property enterprises which pass the examination (or have yet been examined) will be publicly announced, while a blacklist of enterprises and relevant local authorities which fail to comply with relevant laws and regulations will also be published.

On 6 November 2015, the MOFCOM and SAFE jointly issued the Notice on Further Improvements to Filing for Real Estate Investments of Foreign Investors (商務部、國家外匯管理局關於進一步改進外商投資房地產備案工作的通知)(‘‘Circular 895’’), which further simplifies administration of foreign- funded real estate enterprises and removes the filing announcement procedures on the MOFCOM website. Pursuant to Circular 895, upon completion of the aforesaid workflow, foreign-funded real estate enterprises may complete the registration formalities for foreign exchange under direct foreign investment with the banks pursuant to the relevant foreign exchange control provisions. In addition, according to Circular 895, for the purpose of post-event regulation, the MOFCOM shall conduct a random inspection of foreign-funded real estate enterprises quarterly, and the provincial commerce authorities shall submit the examination and approval materials of the randomly-selected enterprises to the MOFCOM within five working days from receipt of the notice on random inspection. Both the foreign-funded real estate enterprises which violate the provisions and their investors shall be punished pursuant to the law, ‘‘blacklisted’’, and announced on the MOFCOM website.

LAT Tax (土地增值稅)

Under PRC tax laws and regulations such as the requirements of the Provisional Regulations of the PRC on Land Appreciation Tax (土地增值稅暫行條例) enacted on 13 December 1993 and amended on 8 January 2011, the Company’s properties developed for sale are subject to LAT, which is collectible by the local tax authorities. All income from the sale or transfer of state-owned land use rights, buildings and their ancillary facilities in the PRC is subject to LAT at progressive rates ranging from 30 per cent. to 60 per cent. on the appreciation of land value, which is calculated based on the proceeds from the sale of properties less deductible expenditures as provided in the relevant tax laws. Certain exemptions may be available for the sale of ordinary residential properties developed by the taxpayer itself if the appreciation of land value does not exceed 20 per cent. of the total deductible items as provided in the relevant tax laws. However, sales of commercial properties are not eligible for this exemption. Real estate developers are required to prepay LAT monthly at rates set by local tax authorities after commencement of pre-sales or sales. In May 2010, the SAT issued the Notice on Strengthening the Collection of Land Appreciation Tax (關於加強土地增值稅徵管工作的通知) that requires that the minimum LAT prepayment rate must be no less than 2 per cent. for provinces in eastern China, 1.5 per cent. for provinces in central and northeastern China and 1 per cent. for provinces in western China. If the LAT is calculated based on the authorised taxation method (核定徵收), the minimum taxation rate shall be 5 per cent. in principle. There can be no assurance that the local tax authorities will not further increase LAT prepayment rates in the future. In the event that the prepayment rates applicable to the Company increase, its cash flow and financial position will be adversely affected. On 19 May 2010, the SAT issued Notice on Issues concerning the Settlement of Value-Added Tax on Land (關於土地增值稅清算有關問題的通知). The notice clarifies settlement methods of LAT, specifying the scope and conditions of deductible items when calculating the appreciation value of land. The Notice on the Effective Collection of Land Appreciation Tax (國家稅務總局關於進一步做好土地增值稅徵管工作的通知) issued by the SAT on 20 June 2013, further emphasizes that the scopes of the authorized taxation method and deductible items shall not be expanded arbitrarily.

The SAT’s Notice on the Administration of the Settlement of Land Appreciation Tax of Property Development Enterprises (關於房地產開發企業土地增值稅清算管理有關問題的通知) requires real estate developers to settle the final LAT payable in respect of their development projects that meet

— 129 — certain criteria, such as (i) 85 per cent. of a development project having been pre-sold or sold, or where this proportion is below 85 per cent., the building area has been leased or for self-used; (ii) the sales are not completed upon the expiration of three years since the day when the sales (or pre-sale) permits have been obtained; (iii) the taxpayer has applied for writing-off tax registration fees but has not gone through the formalities for the settlement of the land appreciation tax yet; or (iv) other circumstances as prescribed by the provincial tax authorities. Local provincial tax authorities are entitled to formulate detailed implementation rules in accordance with this notice in consideration of local conditions. The Company cannot predict when the PRC tax authorities will require it to settle the full amount of LAT applicable to the Company. If the implementation rules promulgated in the cities in which the Company’s projects are located require the Company to settle all unpaid LAT or if any or all of its LAT provisions are collected by the PRC tax authorities, its business, financial condition, results of operations and prospects could be materially and adversely affected.

On 25 April 2016, the MOF and SAT jointly promulgated the Notice on Issues Relating to Tax Computation Bases for Deed Tax, Real Estate Tax, Land Appreciation Tax and Individual Income Tax following Implementation of the Pilot Scheme of Levying VAT in place of Business Tax, effective on 1 May 2016, which provides that (1) income derived by taxpayer of LAT for transfer of real estate shall be income excluding valued added tax (‘‘VAT’’); (2) VAT input tax pertaining to deductible items of LAT stipulated in the Provisional Regulations of the PRC on Land Appreciation Tax (中華人民共和國土地增值稅暫行條例), which is allowed to be deducted from the output tax, shall be excluded from the deductible items; and (3) where it is not allowed to be deducted from the output tax, it may be included in the deductible items.

In addition, there can be no assurance that the tax authorities will agree with the Company’s estimation or the basis on which the Company calculates its LAT obligations. In the event that the tax authorities assess the Company with LAT in excess of the provisions the Company has made for the LAT and the Company is unable to successfully challenge such assessments, the Company’s net profits after tax may be adversely affected. There can be no assurance that the LAT obligations it is to assess and provide for in respect of the properties that it develops will be sufficient to cover the LAT obligations which the local tax authorities ultimately impose on it.

Levying VAT in place of Business Tax

Pursuant to the Interim Regulations on Business Tax of the People’s Republic of China (中華人民共和國營業稅暫行條例) enacted by the State Council on 10 November 2008 and enforced on 1 January 2009 and its Detailed Implementation Rules on the Provisional Regulations on Business Tax of the People’s Republic of China (中華人民共和國營業稅暫行條例實施細則) issued by the MOF and SAT on 15 December 2008 and amended on 28 October 2011, the tax rate on transfer of immovable properties is 5%.

The MOF and the SAT promulgated the Pilot Proposals for Levying the Value-added Tax in Lieu of Business Tax (營業稅改徵增值稅試點方案) on 16 November 2011 pursuant to which, the pilot work of the value-added tax in lieu of business was carried out in some industries on a national scale since 1 January 2012. Pursuant to this pilot plan and relevant subsequent notices, from 1 January 2012, VAT gradually replaced business tax in the transport and post industry, telecom industry and some of the modern service industries in China. Under the pilot plan, a VAT rate of 6% applies to certain modern service industries. On 23 March 2016, the MOF and SAT promulgated the Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-Added Tax to Replace Business Tax (Cai Shui [2016] No. 36) (關於全面推開營業稅改徵增值稅試點的通知), which provides that, starting from 1 May 2016, the VAT pilot program will cover construction industry, real estate industry, finance industry and life service industry on a nation-wide basis.

— 130 — On 31 March 2016, the SAT promulgated the Announcement on Promulgation of the Provisional Measures on Administration of Levying and Collection of Value-added Tax on Sale of Real Estate Projects by Real Estate Development Enterprises Which Develop Such Projects (房地產開發企業銷售自行開發的房地產項目增值稅徵收管理暫行辦法) pursuant to the Notice of the Ministry of Finance and the State Administration of Taxation on Full Launch of the Pilot Scheme on Levying Value-added Tax in Place of Business Tax (Cai Shui [2016] No. 36) (關於全面推開營業稅改徵增值稅試點的通知), and the relevant prevailing VAT provisions.

On 21 December 2016, the Ministry of Finance and the State Administration of Taxation issued the Notice on Clarification of VAT Policies for Finance, Real Estate Development, Education Support Services etc. (關於明確金融、房地產開發、教育輔助服務等增值稅政策的通知)(the‘‘Circular 140’’), which was effective retroactively as of 1 May 2016. The Circular 140 further clarifies that VAT is applicable to investment returns on contracts which undertake for fully recoverable principal, but is not applicable to the non-principal-protected gains (非保本收益) from investments in financial products.

Completion Acceptance Examination (竣工驗收)

The Company’s business and property sales may be affected if it fails to obtain records of acceptance examination for its completed projects. According to the Regulations on Administration of Development of Urban Real Estate (城市房地產開發經營管理條例) enacted by the State Council and effective on 20 July 1998 and amended on 8 January 2011, the Regulation on the Quality Management of Construction Projects (建設工程質量管理條例) enacted and enforced by the State Council on 30 January 2000, the Administrative Measures for Reporting Details Regarding Acceptance Examination Upon Completion of Buildings and Municipal Infrastructure (房屋建築工程和市政基礎設施工程竣工驗收備案管理暫行辦法) enacted by the MOHURD on 7 April 2000 and amended on 19 October 2009 and the Provisions on Acceptance Examination Upon Completion of Buildings and Municipal Infrastructure (房屋建築工程和市政基礎設施工程竣工驗收規定) enacted and revised by the MOHURD and effective on 2 December 2013, after completion of work for a project, a real estate developer shall apply to the government property development authority at or above the county level for a record of acceptance examination upon project completion.

There can be no assurance that the Company will be able to obtain records of acceptance examination for its completed projects in a timely manner, or at all. In such event, the business, property sales and financial condition of the Company may be materially and adversely affected. The Company may be liable to its customers for damages if it fails to deliver individual property ownership certificates in a timely manner.

— 131 — Individual Property Ownership Certificate (房產證)

Pursuant to Interpretations on Certain Issues Concerning the Application of Law in Trying Cases Involving Disputes over Contracts on Purchase and Sale of Commodity Premises by Supreme People’s Court passed on 24 March 2003 and enforced on 1 June 2003 (最高人民法院關於審理商品房買賣合同糾紛案件適用法律若干問題的解釋), property developers are required to deliver to purchasers the relevant individual property ownership certificates within 90 days after delivery of a presold property or 90 days after execution of sale agreement of a ready-built property or, within a time frame set out in the relevant sale agreement, unless the agreement provides otherwise. Property developers, including the Company, generally elect to specify a deadline for the delivery of the individual property ownership certificates in the sale agreements to allow sufficient time for the application and approval processes.

Under current regulations, the Company is required to submit the requisite governmental approvals in connection with its property developments, including land use rights documents planning permits, construction permits and records of acceptance examination, to the local bureau of land resources and housing administration for the relevant properties and apply for the general property ownership certificate in respect of these properties. According to Administrative Measures for the Pre-Sale of Commercial Housing in Urban Areas (2004 Revision) (城市商品房預售管理辦法) (2004年修正), the Company shall go through the formalities for registration and record-filing of a contract of pre-sale of commercial housing with the competent Real Estate Authority and the relevant land administration of the people’s government at the city or county level within 30 days after the date of execution of the contract and the purchasers shall go through the procedure of change in registration of land use right and registration of individual property ownership within 90 days after delivery of a presold property to obtain the individual property ownership certificates in respect of the properties purchased by the purchasers. According to Administrative Measures for the Sale of Commodity Houses issued by the MOHURD on 4 April 2001 (商品房銷售管理辦法), the Company is required to submit related documents to the bureau for purchaser’s application of ownership certificate within 60 days after the delivery of property. The company is mandated to assist property purchasers to go through related land use right alteration and house ownership registration procedures. Nevertheless, delays by the various administrative authorities in reviewing the application and granting approval and certain other factors may affect timely delivery of the general and individual property ownership certificates. Therefore, the Company may not be able to deliver individual property ownership certificates to purchasers on time as a result of delays in the administrative approval processes or for any other reason beyond its control, which may result in it having to pay default payments and, in the case of a prolonged delay, the purchaser terminating the sales agreement. If the Company becomes liable to a significant number of purchasers for late delivery of the individual property ownership certificates, its business, financial condition and results of operations may be materially and adversely affected.

Environmental Laws

Potential liability for environmental problems could result in substantial costs and delay in the development of the Company’s projects. The Company is subject to a variety of laws and regulations concerning environmental protection. The local environmental laws and regulations applicable to any development site vary greatly according to the site’s location and environmental condition, the present and former uses of the site and the nature of the adjoining properties. Compliance with environmental laws and conditions may result in delays in development schedules, may cause the Company to incur substantial compliance and other costs and may prohibit or severely restrict project development activity in environmentally-sensitive regions or areas.

The PRC environmental regulations including the Environmental Protection Law (2014 Revision) (中華人民共和國環境保護法(2014年修訂)), the Prevention and Control of Noise Pollution Law (中華人民共和國環境噪聲污染防治法), the Prevention of Environmental Pollution by Solid Waste (中華人民共和國固體廢物污染環境防治法), the Environmental Impact Assessment Law (中華人民共和國環境影

— 132 — 響評價法) and the Administrative Regulations on Environmental Protection for Development Projects (建設項目環境保護管理條例) provide that each project developed by a property developer is required to undergo an environmental assessment. Unless otherwise provided by the relevant laws, a property developer is required to submit an environmental impact report, an environmental impact analysis table or an environmental impact registration form to the relevant government authorities for approval before commencement of construction. If the Company fails to comply with these requirements, the local environmental authority may order it to suspend construction of the project until the development environmental impact assessment report is submitted to and approved by the local environmental authority. The local environmental authority may also impose on the Company a fine of RMB50,000 to RMB200,000 in respect of a project if the Company commences construction prior to obtaining such approval from the local environmental authority. There can be no assurance that the Company will be able to complete environmental assessment procedures for its future projects and that the relevant environmental authorities will not order it to suspend construction of these projects or will not impose a fine on it. In the event that there is a suspension of construction or imposition of a fine, this may adversely affect the business and financial condition of the Company.

In addition, PRC regulations require environmental protection facilities included in a property development to pass the inspection by the environmental authorities in order to obtain completion approval before commencing operations. The residential and commercial property projects of the Company have environmental protection facilities that are subject to this requirement. If the Company fails to comply with this requirement, the local environmental authorities may order it to suspend construction or prohibit the use of the facilities, which may disrupt its operations and adversely affect its business. Environmental authorities may also impose a fine of up to RMB100,000 on the Company in respect of a project which is required to have environmental protection facilities but fails to do so. The Company is currently applying for the completion approval of environmental protection facilities for some projects. There can be no assurance that the Company can obtain such approvals in a timely manner or at all. In the event that such completion approvals cannot be obtained or if a fine is imposed on the Company, its business and financial condition may be materially and adversely affected.

SAFE Regulation

The Issuer’s ability to satisfy its obligations under the Notes mainly depends upon the ability of its PRC subsidiaries to obtain and remit sufficient foreign currency to pay dividends to them and, if applicable, to repay shareholder loans. The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency to jurisdictions outside China. Under existing PRC foreign exchange regulations, payments of certain current account items can be made in foreign currencies without prior approval from the local branch of the SAFE, by complying with certain procedural requirements. However, except as otherwise specified by laws and regulations, approval from the appropriate government authorities is usually required where Renminbi is to be converted into foreign currency and remitted to a jurisdiction outside China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also, at its discretion, restrict access to foreign currencies for current account transactions in the future. The Issuer’s PRC subsidiaries must present certain documents to the SAFE, its authorised branch, or the designated foreign exchange bank, for approval before they can obtain and remit foreign currencies out of China, including, in the case of dividends, evidence that the relevant tax record procedure has been completed and, in the case of shareholder loans, evidence of the registration of the loan with the SAFE. Prior to payment of interest and principal on any shareholder loan that the Issuer makes to its PRC subsidiaries, the relevant PRC subsidiary must also present evidence that the relevant registration procedure relating to the withholding tax on the interest payable of such shareholder loan has been completed. If the PRC foreign exchange control system prevents the Company from obtaining sufficient foreign currency, or if the Issuer’s PRC subsidiaries for any reason fails to satisfy any of the PRC legal requirements for

— 133 — remitting foreign currency payments, such PRC subsidiary will be unable to pay the Issuer dividends or interest and principal on shareholder loans, which may affect the Issuer’s ability to satisfy their obligations under the Notes.

SAFE Regulation on Current Account RMB Remittance

Under the applicable PRC foreign exchange control regulations, current account items refer to any transaction for international receipts and payments involving goods, services, earnings and other frequent transfers.

Since April 2009, the PRC has commenced a pilot scheme pursuant to which Renminbi may be used for settlement of imports and exports of goods between approved pilot enterprises in five designated cities in the PRC including Shanghai, Guangzhou, Dongguan, Shenzhen and Zhuhai and enterprises in designated offshore jurisdictions including Hong Kong and Macau. On 17 June 2010, the PRC government promulgated the Circular on Issues concerning the Expansion of the Scope of the Pilot Programme of Renminbi Settlement of Cross-Border Trades (關於擴大跨境貿易人民幣結算試點有關問題的通知). In July 2011, the PRC government promulgated the Circular on Expanding the Regions of Cross-border Trade Renminbi Settlement (關於擴大跨境貿易人民幣結算地區的通知) to further expand Renminbi cross-border trade settlement nationwide. In February 2012, the PRC government further promulgated the Notice on Matters Relevant to the Administration of Enterprises Engaging in Renminbi Settlement of Export Trade in Goods (關於出口貨物貿易人民幣結算企業管理有關問題的通知).

Pursuant to the circulars mentioned above, (i) Renminbi settlement of import and export of goods and of services and other current account items became permissible, (ii) the list of designated pilot districts were expanded to cover all provinces and cities in the PRC, (iii) the restriction on designated offshore districts has been lifted and (iv) any enterprise qualified for the export and import business is permitted to use Renminbi as settlement currency for export of goods, provided that the relevant provincial government has submitted to PBOC and five other PRC authorities (the ‘‘Six Authorities’’)a list of key enterprises subject to supervision and the Six Authorities have verified and published such list (the ‘‘Supervision List’’).

Accordingly, offshore enterprises are entitled to use Renminbi to settle import of goods and services and other current account items between them and qualified PRC enterprises. Renminbi remittance for export of goods from the PRC may be effected by (a) enterprises with the foreign trading right and incorporated in a province which has already submitted the Supervision List (for the avoidance of doubt, that PRC enterprise does not necessarily need to be included in the Supervision List) or (b) enterprises that have been approved as a pilot enterprise for using Renminbi for exports if the relevant province has not submitted the Supervision List.

SAFE Regulation on Capital Account RMB Remittance

Under the applicable PRC foreign exchange control regulations, capital account items include cross-border transfers of capital, direct investments, securities investments, derivative products and loans. Except as otherwise specified by laws and regulations, capital account payments are generally subject to approval or registration of the relevant PRC authorities.

Settlements for capital account items are generally required to be made in foreign currencies. For instance, foreign investors (including any Hong Kong investors) are required to make any capital contribution to foreign invested enterprises in a foreign currency in accordance with the terms set out in the relevant joint venture contracts and/or articles of associationasapprovedbythe relevant authorities. Foreign invested enterprises or relevant PRC parties are also generally required to make capital item payments including proceeds from liquidation, transfer of shares, reduction of capital, interest and principal repayment to foreign investors in a foreign currency. That said, the relevant PRC authorities or

— 134 — the qualified banks may grant approval or registration for a foreign entity to make a capital contribution or a shareholder’s loan to a foreign invested enterprise with Renminbi lawfully obtained by it outside the PRC and for the foreign invested enterprise to service interest and principal repayment to its foreign investor outside the PRC in Renminbi on a trial basis. The foreign invested enterprise may be required to complete a registration and verification process with the relevant PRC authorities or the qualified banks before such Renminbi remittances.

On 7 April 2011, SAFE promulgated the Circular on Issues Concerning the Capital Account Items in connection with Cross-Border Renminbi (國家外匯管理局綜合司關於規範跨境人民幣資本項目業務操作有關問題的通知)(the‘‘SAFE Circular’’), which became effective on 1 May 2011. According to the SAFE Circular, in the event that foreign investors intend to use cross-border Renminbi (including offshore Renminbi and onshore Renminbi held in the capital accounts of non-PRC residents) to make a contribution to an onshore enterprise or make payment for the transfer of equity interest of an onshore enterprise by a PRC resident, such onshore enterprise shall be required to submit the relevant MOFCOM’s prior written consent to the relevant local branches of SAFE of such onshore enterprise and register for a foreign invested enterprise status. Further, the SAFE Circular clarifies that the foreign debts borrowed, and the external guarantee provided by onshore entities (including financial institutions) in Renminbi shall, in principle, be regulated under the current PRC foreign debt and external guarantee regime.

On 12 October 2011, MOFCOM promulgated the Circular on Issues in relation to Crossborder Renminbi Foreign Direct Investment (商務部關於跨境人民幣直接投資有關問題的通知)(the ‘‘MOFCOM RMB FDI Circular’’). In accordance with the MOFCOM RMB FDI Circular, MOFCOM and its local counterparts are authorised to approve Renminbi Foreign Direct Investment (‘‘Renminbi FDI’’) in accordance with existing PRC laws and regulations regarding foreign investment, with the following exceptions which require the preliminary approval by the provincial counterpart of MOFCOM and the consent of MOFCOM: (i) Renminbi FDI with the capital contribution in Renminbi of 300 million or more; (ii) Renminbi FDI in financing guarantee, financing lease, micro financing or auction industries; (iii) Renminbi FDI in foreign invested investment companies, venture capital or equity investment enterprises; or (iv) Renminbi FDI in cement, iron & steel, electrolytic aluminum, shipbuilding or other policy sensitive sectors. In addition, Renminbi FDI in the real estate sector is allowed following the existing rules and regulations of foreign investment in real estate, although Renminbi foreign debt remains unavailable to foreign invested real estate enterprises. The proceeds of Renminbi FDI may not be used towards investment in securities, financial derivatives or entrustment loans in the PRC, except for investments in PRC domestic listed companies through private placements or share transfers by agreement under the PRC strategic investment regime.

On 13 October 2011, PBOC promulgated the Measures for Administration of RMB Settlement Business in Relation to Foreign Direct Investment (外商直接投資人民幣結算業務管理辦法)(‘‘The PBOC Renminbi FDI Measures’’), pursuant to which, PBOC special approval for Renminbi FDI and shareholder loans which was required by the PBOC Notice concerning Clarification of Certain Issues on Cross-border Renminbi Settlement (中國人民幣銀行關於明確跨境人民幣業務相關問題的通知)(the ‘‘PBOC Notice’’) promulgated on 3 June 2011 is no longer necessary. The PBOC Renminbi FDI Measures provide that, among others, foreign invested enterprises are required to conduct registrations with the local branch of PBOC within ten working days after obtaining the business licenses for the purpose of Renminbi settlement. Under the measures, a foreign investor is allowed to open a Renminbi preliminary expense account (人民幣前期費用專用存款賬戶) to reimburse some expenses before the establishment of a foreign invested enterprise and the balance in such an account can be transferred to the Renminbi capital account (人民幣資本金專用存款賬戶) of such foreign invested enterprise when it is established. Commercial banks can remit a foreign investor’s Renminbi proceeds from distribution (dividends or otherwise) by its PRC subsidiaries out of the PRC after reviewing certain requisite documents. If a foreign investor intends to use its Renminbi proceeds from distribution (dividends or

— 135 — otherwise) by its PRC subsidiaries, the foreign investor may open a Renminbi re-investment account (人民幣再投資專用賬戶) to pool the Renminbi proceeds, and the PRC parties selling stock in domestic enterprises to foreign investors can open Renminbi accounts and receive the purchase price in Renminbi paid by foreign investors. The PBOC Renminbi FDI Measures also state that the foreign debt quota of a foreign invested enterprise constitutes its Renminbi debt and foreign currency debt from its offshore shareholders, offshore affiliates and offshore financial institutions, and a foreign invested enterprise may open a Renminbi account (人民幣一般存款賬戶) to receive its Renminbi proceeds borrowed offshore by submitting the Renminbi loan contract to the commercial bank and make repayments of principal of and interest on such debt in Renminbi by submitting certain documents as required to the commercial bank.

On 14 June 2012, the PBOC promulgated the Notice concerning Clarification of Renminbi Settlement in relation to Foreign Direct Investment (關於明確外商直接投資人民幣結算業務操作細則的通知)(the‘‘PBOC Notice 2012’’), which provides more detailed requirements with respect to all accounts concerning capital injection, payment of purchase price in the merger and acquisition of PRC domestic enterprises, remittance of dividends and distribution, as well as Renminbi denominated cross- border loans. Foreign investors, foreign-invested enterprises and domestic shareholders must check and clarify all the existing Renminbi accounts and provide supplementary documents to open an account or modify the information within three months after the promulgation of the PBOC Notice 2012. For those who have more than one preliminary expense account (前期費用專用存款賬戶), capital account (資本金專用存款賬戶), merger and acquisition account (併購專用存款賬戶) or equity transfer account (股權轉讓專用存款賬戶), they are required to choose one of them and close all of the other accounts. The funds in the accounts for Renminbi capital and Renminbi denominated cross-border loan (資本金專用存款賬戶及人民幣境外借款一般存款賬戶) shall not be used for investment in securities, financial derivatives, entrusted loans, financial products or properties of non-self use. In addition, the foreign- invested non-investment enterprises shall not use the funds in the Renminbi capital account and Renminbi denominated cross-border loan account (資本金專用存款賬戶及人民幣境外借款一般存款賬戶) for re-investment in the PRC.

On 11 May 2013, SAFE promulgated the Provisions on Foreign Exchange Administration over Direct Investment Made by Foreign Investors in China (外國投資者境內直接投資外匯管理規定)(the ‘‘Circular’’), which became effective on 13 May 2013. According to the SAFE Provisions, a foreign- invested Enterprise that needs to remit funds abroad due to capital reduction, liquidation, advance recovery of investment, profit distribution, etc. may purchase foreign exchange and make external payment with the relevant bank after going through corresponding registration.

On 3 December 2013, MOFCOM promulgated the Announcement on Issues in relation to Cross- border Renminbi Foreign Direct Investment (關於跨境人民幣直接投資有關問題的公告)(the ‘‘Announcement’’), which became effective and implemented from 1 January 2014. According to the Announcement, foreign-invested enterprises shall not use the capital invested through Renminbi FDI to directly or indirectly invest in securities, financial derivatives (except for strategic invest in listed companies) or entrustment loans in the PRC. The MOFCOM RMB FDI Circular ceased to be effective on the same date of the implementation of the Announcement.

On 10 January 2014, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further Improving and Adjusting the Policies on Capital Account Foreign Exchange Administration (關於進一步改進和調整資本項目外匯管理政策的通知) which allows a domestic enterprise to lend to overseas enterprises with equity affiliation, provided that the domestic enterprise shall register the quotas of overseas lending with SAFE branch, and the cumulative overseas loan amount may not exceed 30% of its equity; if the loan amount exceed the said percentage, the SAFE branch shall decide on a case by case basis.

— 136 — On 13 February 2015, the SAFE promulgated Circular 13 to simplify foreign exchange rules for cross-border investments. According to Circular 13, foreign exchange registration for foreign direct investment and outbound direct investment will be exempted from the approval by the SAFE and the registration rights will be delegated from the SAFE to the qualified banks from 1 June 2015. Under the Circular 13, foreign investors could open foreign exchange accounts in qualified banks directly after providing the banks with registration documents, with no need to obtain separate government approval. By Circular 13, such qualified banks will administer foreign exchange transactions according to the registration information provided by the parties and the SAFE will indirectly supervise foreign exchange registration by verifying and inspecting the qualified banks.

Before 2014, Foreign Investment Enterprises (‘‘FIEs’’) can only convert the foreign exchange in their capital accounts into RMB and withdraw the converted funds on an as-needed basis and there are also stringent rules on the purpose for which the converted RMB may be used.

According to the Circular on the Relevant Operating Issues concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-funded Enterprises issued by the General Affairs Department of the SAFE (國家外匯管理局綜合司關於完善外商投資企業外匯資本金支付結匯管理有關業務操作問題的通知)(‘‘Circular 142’’) on 29 August 2008, for each conversion and withdrawal, an FIE is required to provide various supporting documents evidencing the authenticity of the transaction to relevant bank for review and verification. Also the converted RMB should only be used by FIEs in line with their business scope as approved by the examination and approval authorities, for example, for acquiring equipment and real property for self-use. Except for special type of FIEs such as venture capital and private equity enterprises, ordinary FIEs are generally prohibited from using the RMB converted from their capital account balance to make equity investments in other companies in China. And except for foreign-funded real estate enterprises, foreign-funded enterprise shall not use the RMB converted from their capital account balance to purchase domestic real estate for any purpose other than its own use.

In February 2014, SAFE’s Shanghai Branch promulgated the Circular on the Supporting the Construction of Foreign Exchange Control in the Shanghai Free Trade Zone (國家外匯管理局上海市分局關於印發支援中國(上海)自由貿易試驗區建設外匯管理實施細則的通知)(‘‘Circular 26’’)andSAFE issued the Approval for the Implementation Rules on Foreign Exchange Control in the Shanghai Free TradeZone(國家外匯管理局關於中國(上海)自由貿易試驗區外匯管理實施細則的批覆) to approve the Circular 26. Circular 26 introduces certain liberalization measures relaxing the above restrictions on companies incorporated in the Shanghai Free Trade Zone (‘‘Shanghai FTZ’’). On 16 December 2015, SAFE’s Shanghai Branch further promulgated the Implementation Rules on the Further Promotion of Foreign Exchange Reform and Trial in the Shanghai Free Trade Zone (國家外匯管理局上海市分局關於印發《進一步推進中國(上海)自由貿易試驗區外匯管理改革試點實施細則》的通知) (‘‘Circular 145’’), which abolished Circular 26 and introduced further relaxations in foreign exchange settlement and payment.

On 4 July 2014, SAFE issued the Circular on Relevant Issues Concerning the Pilot Reform in Certain Areas of the Administrative Method of the Conversion of Foreign Exchange Funds by Foreign- Invested Enterprises (關於在部分地區開展外商投資企業外匯資本金結匯管理方式改革試點有關問題的通知)(‘‘Circular 36’’). The issuance of Circular 36, which mirrors Circular 26 implemented in the Shanghai FTZ since February 2014, is seen as a step to further relax capital account settlement in more locations across China. Circular 36 applies to 16 designated industrial parks, including Zhongguancun Science Park, Suzhou Industrial Park, Tianjin Binhai New Area, Shenzhen Qianhai, Hengqin New Area, Chongqing Liangjiang New Area, and Shenyang Economic Zone (‘‘Pilot Areas’’).

— 137 — 知)(‘‘Circular 19’’), which will relax the capital account settlement for all foreign invested enterprises across the nation from 1 June 2015. According to Circular 19, Circular 142 and Circular 36 will cease to be effective on the same date of the implementation of Circular 19. On 9 June 2016, the SAFE further promulgated the Circular of the SAFE on Relevant Issues Concerning the Reform and Regulation of the Administrative Policies of the Conversion under Capital Items (國家外匯管理局關於改革和規範資本專案結匯管理政策的通知)(‘‘Circular 16’’). According to Circular 16, in case of any discrepancy between Circular 19 and Circular 16, Circular 16 shall prevail. Circular 16 allows all foreign invested enterprises across the PRC to convert 100 per cent. (subject to future adjustment at discretion of SAFE) of the foreign currency capital (which has been processed through the SAFE’s equity interest confirmation procedure for capital contribution in cash or registered by a bank on the SAFE’s system for account- crediting for such capital contribution) into Renminbi at their own discretion without providing various supporting documents. However, to use the converted Renminbi, a foreign invested enterprise still needs to provide supporting documents and goes through the review process with the banks for each withdrawal. A negative list with respect to the usage of the capital and the Renminbi proceeds through the aforementioned settlement procedure is set forth under the Circular 16.

In addition, pursuant to the Notice of State Administration of Foreign Exchange on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control (國家外匯管理局關於進一步推進外匯管理改革完善真實合規性審核的通知)(the‘‘Circular 3’’) promulgated on 26 January 2017, when conducting outward remittance of a sum equivalent to more than U.S.$50,000 for a domestic institution, the bank shall, under the principle of genuine transaction, check the profit distribution resolution made by the board of directors (or profit distribution resolution made by partners), original of tax filing form and audited financial statements, and stamp with the outward remittance sum and date on the original of tax filing form. In addition, the domestic institution shall make up its losses of previous years with accordance to laws. On 24 March 2017 and 27 April 2017, the SAFE respectively posted two series of questions and answers on its official website, in order to further explain the Circular 3.

CIT and Withholding Tax

Under the Corporate Income Tax Law, the Issuer may be classified as a ‘‘resident enterprise’’ of China. Such classification could result in unfavourable tax consequences to it and its non-PRC Noteholders. Under the CIT Law, an enterprise established outside of China with a ‘‘de facto management organisation’’ located within China will be considered a ‘‘resident enterprise,’’ and consequently will be treated in a manner similar to a Chinese enterprise for CIT purposes. The implementing rules of the CIT Law including the Notice of the State Administration of Taxation on Issues about the Determination of Chinese-Controlled Enterprises Registered Abroad as Resident Enterprises on the Basis of Their Body of Actual Management (關於境外註冊中資控股企業依據實際管理機構標準認定為居民企業有關問題的通知) promulgated on 22 April 2009 and amended on 13 July 2013 and 29 January 2014 define ‘‘de facto management’’ as ‘‘substantial and overall management and control over the production and operations, personnel, accounting, and properties’’ of the enterprise. On 27 July 2011, the SAT issued, and then on 17 April 2015 revised, the Measures on Administration of Chinese-Controlled Enterprises Registered Abroad Income Tax (for Trial) (境外註冊中資控股居民企業所得稅管理辦法(試行)), in order to further regulate and strength the administration of the Chinese- controlled enterprises registered abroad on the basis of their body of actual management. However, it is still unclear how the PRC tax authorities will determine whether an entity will be classified as a ‘‘resident enterprise.’’ If the PRC tax authorities determine that the Issuer is a ‘‘resident enterprise’’ for PRC enterprise income tax purposes, a number of unfavourable PRC tax consequences could follow. The Issuer would generally be subject to CIT at a rate of 25 per cent. on its worldwide taxable income as well as PRC CIT reporting obligations. In the present case, this would mean that income such as interest from any investment of any portion of the offering proceeds and other income sourced outside of the PRC would be subject to PRC CIT at a rate of 25 per cent. If the Issuer is considered a ‘‘resident

— 138 — enterprise’’, interest payable to certain ‘‘non-resident enterprise’’ holders of the Notes may be treated as income derived from sources within China and be subject to PRC withholding tax at a rate of 10 per cent., and capital gains realised by such holders of the Notes may be treated as income derived from sources within China and be subject to a 10 per cent. PRC tax. Furthermore, if the Issuer is considered a ‘‘resident enterprise,’’ interest payable or gains earned by non-resident individual holders of the Notes may be treated as income derived from sources within China and be subject to PRC income tax (which in the case of interest may be withheld at source) at a rate of 20 per cent. These rates may be reduced by an applicable tax treaty.

There are significant uncertainties under the CIT Law relating to the withholding tax liabilities of the Company’s PRC subsidiaries. Under the CIT Law, the profits of a foreign invested enterprise generated in 2008 and onwards which are distributed to its immediate holding company outside the PRC will be subject to a withholding tax rate of 10.0 per cent. or a lower treaty rate as contained in any income tax treaty or agreement to which China is a party. Pursuant to a special arrangement between Hong Kong and the PRC, such rate is lowered to 5.0 per cent. if a Hong Kong resident enterprise owns 25 per cent. or more equity interest in a PRC company. Some of the Company’s PRC subsidiaries are currently wholly owned by Hong Kong subsidiaries. According to the Circular of the SAT on Printing and Issuing the Administrative Measures for Non-resident individuals and Enterprises to Enjoy the Treatment Under Taxation Treaties (Trial) (非居民享受稅收協定待遇管理辦法)(試行), which became effective on 1 October 2009, the 5 per cent. withholding tax rate does not automatically apply and approvals from competent local tax authorities are required before an enterprise can enjoy any benefits under the relevant tax treaties. However, on 27 August 2015, the SAT promulgated the Administrative Measures for Tax Treaties Treatment for Non-resident Taxpayers (非居民納稅人享受稅收協定待遇管理辦法), which became effective on 1 November 2015 and replaced the previous circular, canceled the pre-approval for non-resident taxpayers when claiming tax benefits for dividends, interest, royalties and capital gains. This means that taxpayers may determine whether they are qualified for the tax benefits by themselves and enjoy the preferential tax rates under the tax bureau’s afterwards supervision and management. The taxpayers may either choose to claim the benefits on their own or finish the application procedures with a tax withholding agent. Moreover, according to a tax circular issued by the SAT in February 2009, if the main purpose of an offshore arrangement is to obtain a preferential tax treatment, the PRC tax authorities have the discretion to adjust the preferential tax rate for which an offshore entity would otherwise be eligible. The PRC tax authorities might not grant approvals on the 5 per cent. withholding tax rate on dividends received by the Company’s subsidiaries in Hong Kong from the Company’s PRC subsidiaries.

Foreign Debt Laws

Under PRC regulations, the Issuer may not be able to transfer to the Company’s PRC subsidiaries proceeds from this offering, which could impair their respective ability to make timely payments of interest and principal under the Notes. Under PRC rules and regulations relating to supervision of foreign debt, including policies of the SAFE, restrictions on the incurrence of foreign debt (including intercompany debt that would be owed to the Issuer by the Company’s PRC subsidiaries) will require that the proceeds of this offering and other funding the Issuer provides to the Company’sPRC subsidiaries that will be used for land acquisitions and developments in China may only be transferred to the Company’s PRC subsidiaries as equity investments and not as loans. Equity contributions by the Issuer to the Issuer’s PRC subsidiaries will require approvals from the PRC governmental authorities, such as the approvals from the commerce department of the local government and filing with MOFCOM and the local branch of the SAFE, which may take considerable time and delay the actual contribution to the PRC subsidiaries. This may adversely affect the financial condition of the PRC subsidiaries and may cause delays to the development undertaken by such PRC subsidiaries. There can be no assurance that the Company has obtained or will obtain in a timely manner or at all relevant necessary approval certificates or filings for all its operating subsidiaries in the PRC to comply with this regulation.

— 139 — Cross-border Security Laws

On 12 May 2014, the SAFE promulgated the Notice concerning the Foreign Exchange Administration Rules on Cross-Border Security (國家外匯管理局關於發佈《跨境擔保外匯管理規定》的通知) and the relating implementation guidelines (collectively the ‘‘New Regulations’’). The New Regulations, which come into force on 1 June 2014, replace twelve other regulations regarding crossborder security and introduce a number of significant changes, including: (i) abolishing prior SAFE approval and quota requirements for cross-border security; (ii) requiring SAFE registration for two specific types of cross-border security only; (iii) removing eligibility requirements for providers of cross-border security; (iv) the validity of any cross-border security agreement is no longer subject to SAFE approval, registration, filing, and any other SAFE administrative requirements; (v) removing SAFE verification requirement for performance of cross-border security. A cross-border guarantee is a form of cross-border security under the New Regulations. The New Regulations classify cross-border security into three types:

. NeiBaoWaiDai(內保外貸)(‘‘NBWD’’): security/guarantee provided by an onshore security provider for a debt owing by an offshore debtor to an offshore creditor.

. WaiBaoNeiDai(外保內貸)(‘‘WBND’’): security/guarantee provided by an offshore security provider for a debt owing by an onshore debtor to an onshore creditor.

. Other Types of Cross-border Security (其他形式跨境擔保): any cross-border security/ guarantee other than NBWD and WBND.

In respect of NBWD, in the case where the onshore security provider is a non-financial institution, it shall conduct a registration of the relevant security/guarantee with SAFE within 15 working days after its execution (or 15 working days after the date of any change to the security). The funds borrowed offshore shall not be directly or indirectly repatriated to or used onshore by means of loans, equity investments or securities investments without SAFE approval. In the event of performance of cross- border security, the onshore security provider can pay to the offshore creditor directly (by effecting remittance through an onshore bank) where the NBWD has been registered with SAFE. In addition, if any onshore security provider under a NBWD provides any security or guarantee for an offshore bond issuance, the offshore issuer’s equity shares must be fully or partially held directly or indirectly by the onshore security provider. Moreover, the proceeds from any such offshore bond issuance must be applied towards the offshore investment project(s), which has equity interest relationship with the onshore security provider, and in respect of which the related approval, registration, record, or confirmation have been obtained from or made with the competent authorities subject to PRC Laws.

The Guarantor will unconditionally and irrevocably guarantee the due payment of all sums expressed to be payable by the Issuer under the Notes and the Trust Deed. The Guarantor’s obligations in respect of the Notes and the Trust Deed (the ‘‘Guarantee’’) are contained in the Deed of Guarantee. The Deed of Guarantee will be executed by the Guarantor on the issuance date of each series of the Notes issued under the Programme. Under the New Regulations, the Deed of Guarantee does not require any pre-approval by SAFE and is binding and effective upon execution.

The Guarantor is required to submit the Deed of Guarantee to the local SAFE for registration within 15 working days after its execution. The SAFE registration is merely a post-signing registration requirement, which is not a condition to the effectiveness of the Guarantee.

Under the New Regulations, the local SAFE will go through a procedural review (as opposed to a substantive approval process) of the Guarantor’s application for registration under the principle of authenticity and compliance; however, the local SAFE may require the security provider to submit a written explanation if the local SAFE is doubtful about the authenticity, commercial rationality,

— 140 — compliance and performance inclination of the guarantee, and may refuse to accept the registration application if it considers the explanation is obviously unfounded. Upon completion of the review, the local SAFE will issue a registration notice or record to the Guarantor to confirm the completion of the registration. The Guarantor has been advised by its PRC legal advisors that there are no foreseeable obstacles to the completion of the registration so long as all relevant documents have been duly submitted to SAFE.

Under the New Regulations:

. non-registration does not render the Guarantee ineffective or invalid under PRC law although SAFE may impose penalties on the Guarantor if registration is not carried out within the stipulated time frame of 15 working days; and

. there may be logistical hurdles at the time of remittance (if any cross-border payment is to be made by the Guarantor under the Guarantee) as domestic banks may require evidence of SAFE registration in order to effect such remittance, although this does not affect the validity of the Guarantee itself, and in such event the Guarantor shall make remedial registration with SAFE prior to such remittance.

The Terms and Conditions of the Notes provide that the Guarantor will register, or cause to be registered, the Deed of Guarantee with SAFE in accordance with, and within the time period prescribed by, the New Regulations and use its best endeavours to complete the registration and obtain a registration record from SAFE on or before the date following 60 Registration Business Days after the issuance date of each series of the Notes under the Programme (the ‘‘Registration Deadline’’). If the Guarantor fails to complete the SAFE registration and deliver the registration records to the Trustee before the Registration Deadline, the holders will have a put option to require the Issuer to redeem the Bonds held by them at their principal amount together with accrued interest (see Condition 6(e) of the Terms and Conditions of the Notes).

NDRC Registration

On 14 September 2015, the NDRC issued the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (國家發展改革委關於推進企業發行外債備案登記制管理改革的通知(發改外資[2015]2044號), the ‘‘NDRC Circular’’), which came into effect on the same date. According to the NDRC Circular, if a PRC enterprise or an offshore enterprise controlled by a PRC enterprise wishes to issue debt securities outside of the PRC with a maturity of more than one year, such enterprise must, in advance of issuing such debt securities, file certain prescribed documents with the NDRC and procure a registration certificate from the NDRC in respect of such issuance. In addition, the enterprise must also provide information on the issuance of the debt securities to the NDRC within 10 working days of the completion of the issue.

— 141 — DIRECTORS, SUPERVISORS AND MANAGEMENT OF THE COMPANY

Board of Directors

Our Board of Directors is responsible for, and has general power over, the management and conduct of the business of our Company. Our Board of Directors currently consists of four Directors. The table below sets out certain information in respect of the members of our Board of Directors:

Name Age Position

ZHANG Yuliang 60 Chairman of Board of Directors and President XU Jing 59 Director ZHANG Yun 46 Director TIAN Bo 57 Director

Mr. ZHANG Yuliang (張玉良), aged 60, is our Chairman of the Board and President and joined our Company in June 1992. He is also an Executive Director of Greenland Financial Holdings Co, Ltd. Mr. Zhang previously held various positions in Shanghai Municipal Agricultural Commission, including Principal Staff and Deputy Director of Housing Department from June 1986 to May 1992, and served as Committee Member and Deputy Secretary of the Party Committee of Jiang Qiao Town, Jiading County, Shanghai from September 1982 to May 1984. Mr. Zhang found Shanghai Greenland (predecessor of the Company) in 1992 and previously served as the General Manager of Shanghai Greenland, the Chairman, President and Committee Member of Shanghai Greenland (Group) Co., Ltd. Mr. Zhang obtained a bachelor’s degree from Institute of the Party School and is a Senior Economist.

Mr. XU Jing (許敬), aged 59, is our Director and Executive Vice President. He served as General Manager of Real Estate Business Department, Group President Assistant and Vice President of our Company since March 1997. He previously served as Manager of Shanghai Greenland Development Corporation from May 1993 to March 1997 and served as Project Manager of Shanghai Construction Group Company. Mr. Xu obtained a bachelor’s degree from China Agriculture University.

Ms. ZHANG Yun (張蘊), aged 46, is our Director and Executive Vice President. She served as Sales Manager, General Manager Assistant and Deputy General Manager of Real Estate Marketing Department, General Manager of the Asset Management and Business Department, General Manager Assistant, Deputy General Manager and Executive Vice President of our Company since March 1997. Ms. Zhang previously served as Chairman and General Manager of Shanghai Greenland Commercial Group Company and General Manager of Shanghai Greenland Asset Management Company Limited. Ms. Zhang obtained a bachelor’s degree from Institute of the Party School.

Mr. TIAN Bo (田波), aged 57, is our Director, Vice President and General Manager for the Central Plain Division of our Company. Prior to joining us, Mr. Tian served as Department Manager of Shanghai Changning District Public Housing Asset Management Company from August 1992 to April 1997. Mr. Tian obtained a bachelor’s degree from Tongji University.

— 142 — Supervisory Committee

Our Supervisory Committee mainly exercises a supervisory function, examining and monitoring financial matters and supervising the Board of Directors and members of our senior management in the performance of their duties. Our Supervisory Committee currently consists of three supervisors. The table below sets out certain information in respect of the members of our Supervisory Committee:

Name Age Position

HUANG Jian 57 Supervisor LI Wei 43 Supervisor WANG Shuoyu 45 Supervisor

Ms. HUANG Jian (黃健), aged 55, is our Party Committee Deputy Secretary and Head of Labour Union. Ms. Huang has joined our Company since 1992 and has held various positions including Director of General Office, arty Committee Deputy Secretary and Head of Labour Union. Ms. Huang served as the Party Committee Secretary of Shanghai Textile Union Garment Design Centre. Ms. Huang holds a bachelor’s degree.

Mr. LI Wei (李偉), aged 43, currently serves as a Supervisor of the Company. Mr. Li was the assistant manager of Cushman & Wakefield (Shanghai). After joining the Group, Mr. Li held several positions in our Group, including Chief Economist Assistant, Chief Manager Assistant of the Capital Operation Department and the General Administration Department, Deputy General Manager (presiding) and Administrative Assistant General Manager (presiding) of the Strategic Planning and Business Administration Department.

Ms. WANG Shuoyu (王朔妤), aged 45, currently serves as a Supervisor of our Company. Ms. Wang worked at Shanghai Polytechnic University before joining our Group. She served as several positions in our Group, including Public Relation Clerk, Investment Management Manager of Greenland Qingpu Science & Technology Park Co., Ltd., Compensation & Benefit Manager of the Human Resource Department of the Group, General Manager Assistant, Deputy General Manager (presiding) and Administrative Assistant General Manager (presiding) of the Human Resource Department.

Senior Management

Our senior management is responsible for the day-to-day management of our business. The following table sets forth certain information concerning our senior management personnel:

Name Age Position

ZHANG Yuliang 60 Chairman of Board of Directors and President XU Jing 59 Director and Executive Vice President ZHANG Yun 46 Director and Executive Vice President FEI Jun 52 Executive Vice President CHEN Jun 41 Executive Vice President SUN Tong 54 Executive Vice President WU Xiaohui 50 Vice President CHEN Lei 43 Vice President WU Weidong 46 Vice President GENG Jing 42 Vice President LU Xinshe 50 Vice President CHEN Zhihua 50 President Assistant

— 143 — Mr. ZHANG Yuliang (張玉良), aged 60, is our Chairman of the Board and President and joined our Company in June 1992. He is also an Executive Director of Greenland Financial Holdings Co, Ltd. Mr. Zhang previously held various positions in Shanghai Municipal Agricultural Commission, including Principal Staff and Deputy Director of Housing Department from June 1986 to May 1992, and served as Committee Member and Deputy Secretary of the Party Committee of Jiang Qiao Town, Jiading County, Shanghai from September 1982 to May 1984. Mr. Zhang found Shanghai Greenland (predecessor of the Company) in 1992 and previously served as the General Manager of Shanghai Greenland, the Chairman, President and Committee Member of Shanghai Greenland (Group) Co., Ltd. Mr. Zhang obtained a bachelor’s degree from Institute of the Party School and is a Senior Economist.

Mr. FEI Jun (費軍), aged 52, is our Executive Vice President and General Manager of No. 1 real estate division. Since Mr. Fei joined our Company in 2006 and held various positions, including Executive Vice President, General Manager of No. 4 real estate division, President Assistant, Vice President and Executive Vice President. Mr. Fei served as General Manager of real estate division of Shanghai Zhongyuan Sanlin Property Group (now known as Salim Group) and also worked at East China Electric Power Design Institute and Hong Kong Heng Lung Group from 1988 to 2006. Mr. Fei holds EMBA degree and is a Senior Engineer.

Mr. CHEN Jun (陳軍), aged 41, is our Executive Vice President. Mr. Chen has also held various positions in our Company, including General Manager of North Western real estate division and Chairman and President of Greenland Hong Kong Holdings Limited. He served as President Assistant and Vice President of our Company, General Manager Assistant to Chengdu real estate division, General Manager Assistant and Deputy General Manager of Xi’an real estate division and General Manager of Xi’an (North Western) real estate division. Mr. Chen holds a PhD degree.

Mr. Sun Tong (孫童), aged 54, is our Executive Vice President. Mr. Sun has served as the vice chief of Agricultural Bureau of Chuansha County of Shanghai City, general manager of Chuansha Agricultural and Commercial Head Office, chief of Zhangqiao Town, Pudong New District, vice chief of Rural Development Bureau of Pudong New District, deputy officer of Management Committee of Jinqiao Functional Area, Pudong New District, president and executive director of Shanghai Pudong Development Group, officer of State-owned Assets Supervision and Administration Commission of Pudong New District.

Mr. WU Xiaohui (吳曉暉), aged 50, is our Vice President and Secretary of the Discipline Inspection Commission since August 2007. He previously served as Director Secretary of the General Office of Standing Committee of Shanghai Municipal People’s Congress from February 2004 to August 2007, as Director Assistant (post training) of Committee for Internal and Judicial Affairs of Standing

— 144 — Committee of Shanghai Municipal People’s Congress from June 2003 to February 2004. He also worked in Traffic Police Corps of Shanghai Public Security Bureau from July 1989 to June 2003. Mr. Wu obtained an EMBA degree from China Europe International Business School.

Mr. CHEN Lei (陳磊), aged 43, is our Vice President and the General Manager of the Planning Department. Mr. Chen joined our Company in 2000 and served as Person-in-charge of Marketing and Research Department, Deputy Manager of the Planning Department, General Manager Assistant, Deputy General Manager and Manager of Marketing Development Department, General Manager of the Investment Development Department and Deputy Manager. Mr. Chen also worked at Shanghai Centaline Property Agency Limited as Property Consultant, Senior Property Consultant, Director and Manager of Planning Department. Mr. Chen holds a college degree.

Mr. WU Weidong (吳衛東), aged 46, is our Vice President. Mr. Wu joined our Company in 2001 and has held various positions, including Project Manager at Xinlongji real estate division, General Manager Assistant at Hefei real estate division, Deputy General Manager at Jiangxi real estate division, General Manager at Nanchang real estate division, General Manager of No. 1 real estate division and General Manager of No. 2 real estate division. Prior to joining us, Mr. Wu worked at Shanghai Construction Group No. 3 Construction Company, Shanghai Biye Construction Company, and Shanghai.

Mr. GENG Jing (耿靖), aged 42, is our Vice President. Mr. Geng held several positions in Bank of Shanghai, including president Zhangyang Sub-branch, general manager of the corporate finance department of Pudong Branch and deputy general manager of the banking department of the Head Office. He was ever the director and executive vice president (presiding) of AJ Securities, administrative assistant general manager (presiding) of AJ Trust and vice president of Changjiang Pension Insurance. After joining the Group, he also held several positions including Chairman and President of Greenland Financial Holding Group, and President Assistant and Vice President of the Group.

Mr. Lu Xinyu (陸新畬), aged 51, is our Vice President. He has worked in the Shanghai Intermediate People’s Court, Gold-Leaf Textile & Dyeing Co. Ltd of Shanghai, Shanghai Haocheng Real Estate Company Limited and Shanghai ShengBao Investment Co., Ltd. From 1995 to 2012, Mr. Lu worked in the Company and served as the Vice President of Shanghai Greenland (Group) Co., Ltd..

Mr. Chen Zhihua (陳志華), aged 51, is the General Manager at Greenland Group Beijing and Tianjin Real Estate Business Unit and the assistant to the President of the Company. Mr. Chen was the former teaching assistant at Tongji University, Shanghai Nuclear Engineering Research & Design Institute engineer, assistant to General Manager and then Deputy General Manager of Shanghai Xin Changning (Group) Co., Ltd., Executive Vice President, President, Vice Chairman as well as Chairman of the Board of Forte Group. Mr Chen also worked at Fosun International Limited as a senior assistant to President.

— 145 — FORM OF PRICING SUPPLEMENT

The form of Pricing Supplement that will be issued in respect of each Tranche, subject only to the deletion of non-applicable provisions, is set out below:

[THIS DOCUMENT IS FOR DISTRIBUTION TO PROFESSIONAL INVESTORS (AS DEFINED IN CHAPTER 37 OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED AND IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG) (TOGETHER, ‘‘PROFESSIONAL INVESTORS’’) ONLY. INVESTORS SHOULD NOT PURCHASE THE NOTES IN THE PRIMARY OR SECONDARY MARKETS UNLESS THEY ARE PROFESSIONAL INVESTORS AND UNDERSTAND THE RISKS INVOLVED. THE NOTES ARE ONLY SUITABLE FOR PROFESSIONAL INVESTORS.

THE HONG KONG STOCK EXCHANGE HAS NOT REVIEWED THE CONTENTS OF THIS DOCUMENT, OTHER THAN TO ENSURE THAT THE PRESCRIBED FORM DISCLAIMER AND RESPONSIBILITY STATEMENTS, AND A STATEMENT LIMITING DISTRIBUTION OF THIS DOCUMENT TO PROFESSIONAL INVESTORS ONLY HAVE BEEN REPRODUCED IN THIS DOCUMENT. LISTING OF THE PROGRAMME AND THE NOTES ON THE HONG KONG STOCK EXCHANGE IS NOT TO BE TAKEN AS AN INDICATION OF THE COMMERCIAL MERITS OR CREDIT QUALITY OF THE PROGRAMME, THE NOTES OR THE ISSUER AND GUARANTOR, OR QUALITY OF DISCLOSURE IN THIS DOCUMENT. HONG KONG EXCHANGES AND CLEARING LIMITED AND THE HONG KONG STOCK EXCHANGE TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THIS DOCUMENT, MAKE NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS DOCUMENT.

THIS DOCUMENT INCLUDES PARTICULARS GIVEN IN COMPLIANCE WITH THE RULES GOVERNING THE LISTING OF SECURITIES ON THE HONG KONG STOCK EXCHANGE FOR THE PURPOSE OF GIVING INFORMATION WITH REGARD TO THE ISSUER AND THE GUARANTOR. EACH OF THE ISSUER AND THE GUARANTOR ACCEPTS FULL RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT AND CONFIRMS, HAVING MADE ALL REASONABLE ENQUIRIES, THAT TO THE BEST OF ITS KNOWLEDGE AND BELIEF THERE ARE NO OTHER FACTS THE OMISSION OF WHICH WOULD MAKE ANY STATEMENT HEREIN MISLEADING.] [TO INCLUDE IF NOTES ARE TO BE LISTED ON THE HONG KONG STOCK EXCHANGE]

THE GUARANTOR HAS A LONG-TERM CORPORATE CREDIT RATING OF ‘‘BB’’ BY S&P GLOBAL RATINGS, AN ISSUER RATING OF ‘‘BA1’’ BY MOODY’S INVESTORS SERVICE, AND A LONG-TERM FOREIGN CURRENCY ISSUER DEFAULT RATING AND SENIOR UNSECURED RATING OF ‘‘BB+’’ BY FITCH RATINGS LTD. A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT TO SUSPENSION, REDUCTION, REVISION OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING AGENCY.

EACH OF THE ISSUER AND THE GUARANTOR IS A PRIVATE COMPANY, AND THEREFORE THERE IS EVEN LESS PUBLICLY AVAILABLE INFORMATION ABOUT THE ISSUER AND THE GUARANTOR. PLEASE SEE ‘‘RISK FACTORS — THERE MAY BE LESS PUBLICLY AVAILABLE INFORMATION ABOUT US THAN IS AVAILABLE IN CERTAIN OTHER JURISDICTIONS.’’ IN THE OFFERING CIRCULAR.

— 146 — [Date] Greenland Global Investment Limited

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

under its U.S.$3,000,000,000 Guaranteed Medium Term Note Programme guaranteed by Greenland Holding Group Company Limited

This document constitutes the Pricing Supplement relating to the issue of Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the ‘‘Conditions’’) set forth in the Offering Circular dated 12 May 2017 (the ‘‘Offering Circular’’). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular.

[The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto.]

[Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Pricing Supplement.]

— 147 — [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]

1 (i) Issuer: Greenland Global Investment Limited

(ii) Guarantor: Greenland Holding Group Company Limited

2(i)SeriesNumber: [.]

(ii) Tranche Number:1 [.]

(iii) Date on which the Notes will be The Notes will be consolidated and form a single consolidated and form a single Series: Series with [identify earlier Tranches] on [the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [l] below, which is expected to occur on or about [date]][Not Applicable]

3 Specified Currency or Currencies: [.]

4 Aggregate Nominal Amount: [.]

(i) Series: [.]

(ii) Tranche: [.]

5 (i) Issue Price: [.] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date](if applicable)]

(ii) [Net proceeds: [.]]

[Delete for unlisted issuances.]

6 (i) Specified Denominations:23 [.]

(ii) Calculation Amount: [.]

7 (i) Issue Date: [.]

(ii) Interest Commencement Date: [specify/Issue Date/Not Applicable]

1 NB consider registration of guarantee and whether further Notes can only be fungible after registration. 2 Notes (including Notes denominated in sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of Section 19 of the FSMA and which have a maturity of less than one year and must have a minimum redemption value of £100,000 (or its equivalent in other currencies). 3 If the specified denomination is expressed to be €100,000 or its equivalent and multiples of a lower principal amount (for example €1,000), insert the additional wording as follows: €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No notes in definitive form will be issued with a denomination above €199,000. In relation to any issue of Notes which are a “Global Note exchangeable to Definitive Notes” in circumstances other than in the limited circumstances specified in the Global Note, such Notes may only be issued in denominations equal to, or greater than, €100,000 (or equivalent) and multiples thereof.

— 148 — 8 Maturity Date: [Fixed rate — specify date/Floating rate — Interest Payment Date falling in or nearest to [specify month]]4

9 Interest Basis: [[.] per cent. Fixed Rate] [[LIBOR/EURIBOR/HIBOR] +/- [.] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars specified below)

10 Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other]

11 Change of Interest Basis or Redemption/ [Specify details of any provision for change of Payment Basis: Notes into another Interest Basis or Redemption/ Payment Basis]

12 Put/Call Options: [Investor Put Option]5 [Issuer Call Option] [Relevant Event Put Option] [(further particulars specified below)]

13 Date of [Board] approval for issuance of [.][and[.], respectively] Notes and Guarantee obtained and date of (Only relevant where Board (or similar) NDRC pre-issuance registration authorisation is required for the particular tranche of Note or related Guarantees) (Specify date of NDRC pre-issuance registration)

14 Listing: [The Stock Exchange of Hong Kong Limited/ specify other/None] (For Notes to be listed on the [Hong Kong Stock Exchange], insert the expected effective listing date of the Notes)

15 Method of distribution: [Syndicated/Non-syndicated]

4 Note that for Renminbi and Hong Kong dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject to modification it will be necessary to use the second option here. 5 For as long as Bearer Notes issued in accordance with TEFRA D are represented by a Temporary Global Note, an Investor Put shall not be available unless the certification required under TEFRA D with respect to non-U.S. beneficial ownership has been received by the Issuer or the Agent.

— 149 — Provisions Relating to Interest (if any) Payable

16 Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

(i) Rate[(s)] of Interest: [.] per cent. per annum [payable [annually/semi- annually/quarterly/other (specify)] in arrear] (If payable other than annually, consider amending Condition 5)

(ii) Interest Payment Date(s): [[.] in each year [adjusted in accordance with [specify Business Day Convention and any applicable Business Centre(s) for the definition of ‘‘Business Day’’]/not adjusted] (This will need to be amended in the case of long or short coupons)

(iii) Fixed Coupon Amount(s): [.] per Calculation Amount6 (Applicable to Notes in definitive form)

(iv) Broken Amount(s): [.] per Calculation Amount, payable on the (Applicable to Notes in definitive Interest Payment Date falling [in/on] [.] form)

(v) Day Count Fraction: [30/360 or Actual/Actual (ICMA/ISDA) or Actual/365 (Fixed)7 or [specify other]]

(vi) Determination Date(s): [.] in each year [Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon] (This will need to be amended in the case of regular interest payment dates which are not of equal duration) (Only relevant where Day Count Fraction is Actual/Actual (ICMA))

(vii) Other terms relating to the method of [None/Give details] calculating interest for Fixed Rate Notes:

6 For Renminbi or Hong Kong dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject to modification the following alternative wording is appropriate: ‘‘Each Fixed Coupon Amount shall be calculated by multiplying the product of the Rate of Interest and the Calculation Amount by the Day Count Fraction and rounding the resultant figure to the nearest CNY0.01, CNY0.005 being rounded upwards in the case of Renminbi denominated Fixed Rate Notes and to the nearest HK$0.01, HK$0.005 for the case of Hong Kong dollar denominated Fixed Rate Notes, being rounded upwards.’’ 7 Applicable to Hong Kong dollar denominated Fixed Rate Notes and Renminbi denominated Fixed Rate Notes.

— 150 — 17 Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Specified Period(s)/Specified Interest [.] Payment Dates:

(ii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[specify other]]

(iii) Additional Business Centre(s): [.]

(iv) Manner in which the Rate of Interest [Screen Rate Determination/ISDA Determination/ and Interest Amount is to be specify other] determined:

(v) Party responsible for calculating the [.] Rate of Interest and Interest Amount (if not the Issuing and Paying Agent):

(vi) Screen Rate Determination:

— Reference Rate: [.] (Either LIBOR, EURIBOR, HIBOR or other, although additional information is required if other — including fallback provisions in the Agency Agreement)

— Interest Determination Date(s): [.] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling, Hong Kong dollar or euro LIBOR), first day of each Interest Period if Sterling LIBOR or Hong Kong dollar LIBOR or HIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR)

— Relevant Screen Page: [.] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately) (vii) ISDA Determination:

— Floating Rate Option: [.]

— Designated Maturity: [.]

— Reset Date: [.]

(viii) Margin(s): [+/-] [.] per cent. per annum

— 151 — (ix) Minimum Rate of Interest: [.] per cent. per annum

(x) Maximum Rate of Interest: [.] per cent. per annum

(xi) Day Count Fraction: [Actual/Actual or Actual/Actual (ISDA)] [Actual/365(Fixed)] [Actual/365(Sterling)] [Actual/360] [30/360, 360/360 or Bond Basis] [30E/360 or Eurobond Basis] [30E/360 (ISDA)] [Other] (See Condition 5 for alternatives)

(xii) Linear Interpolation [Not Applicable/Applicable — the Rate of Interest for the [long/short] [first/last] Interest Accrual Period shall be calculated using Linear Interpolation (specify for each short or long interest period)]

(xiii) Fallback provisions, rounding [.] provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

18 Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Accrual Yield: [.] per cent. per annum

(ii) Reference Price: [.]

(iii) Any other formula/basis of [.] determining amount payable:

(iv) Day Count Fraction in relation to [.] EarlyRedemptionAmountsandlate (Consider applicable day count fraction if not payment: U.S. dollar denominated)

19 Index Linked Interest Note Provisions8 [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Index/Formula: [give or annex details]

(ii) Calculation Agent: [.]

8 Certain Index Linked Interest Notes may be subject to US withholding tax. Please consult US tax advisers before issuing these notes.

— 152 — (iii) Party responsible for calculating the [.] Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Issuing and Paying Agent):

(iv) Provisions for determining Coupon [need to include a description of market where calculation by reference to disruption or settlement disruption events and Index and/or Formula is impossible or adjustment provisions] impracticable:

(v) Specified Period(s)/Specified Interest [.] Payment Dates:

(vi) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/specify other]

(vii) Additional Business Centre(s): [.]

(viii) Minimum Rate of Interest: [.] per cent. per annum

(ix) Maximum Rate of Interest: [.] per cent. per annum

(x) Day Count Fraction: [.]

20 Dual Currency Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Rate of Exchange/method of [give or annex details] calculating Rate of Exchange:

(ii) Party, if any, responsible for [.] calculating the principal and/or interest due (if not the Issuing and Paying Agent):

(iii) Provisions applicable where [need to include a description of market calculation by reference to Rate of disruption or settlement disruption events and Exchange impossible or impracticable: adjustment provisions]

(iv) Person at whose option Specified [.] Currency(ies) is/are payable:

— 153 — Provisions Relating to Redemption

21 Issuer Call Option: [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Optional Redemption Date(s): [.]

(ii) Optional Redemption Amount and [[.] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s):

(iii) If redeemable in part:

(a) Minimum Redemption Amount: [.]

(b) Maximum Redemption Amount: [.]

(iv) Notice period (if other than as set out (N.B. If setting notice periods which are different in the Conditions): to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Issuing and Paying Agent or the Trustee)

22 Investor Put9 Option: [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph)

(i) Optional Redemption Date(s): [.]

(ii) Optional Redemption Amount and [[.] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s):

(iii) Notice period (if other than as set out [.] in the Conditions): (If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Issuing and Paying Agent or the Trustee)

9 In the case of Bearer Notes which were issued in accordance with TEFRA D and are represented by a Temporary Global Note exchangeable for interests in a Permanent Global Note or Definitive Notes, certification of non-U.S. beneficial ownership must be received as required under TEFRA D.

— 154 — 23 Final Redemption Amount: [[.] per Calculation Amount/specify other/see Appendix]

24 Early Redemption Amount payable on [[.] per Calculation Amount/specify other/see redemption for taxation reasons or on event Appendix] of default and/or the method of calculating the same (if required or if different from that set out in Condition 7.6):

General Provisions Applicable to the Notes

25 Form of Notes: [Bearer Notes10: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note] [Temporary Global Note exchangeable for Definitive Notes on [.]days’ notice11] [Permanent Global Note exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note]]12 [Registered Notes: Global Certificate exchangeable for Individual Note Certificates in the limited circumstances described in the Global Certificate]

26 Additional Financial Centre(s) or other [Not Applicable/give details] special provisions relating to Payment (Note that this paragraph relates to the place of Dates: payment and not Interest Period end dates to which sub-paragraphs 17(iii) and 19(vii) relate)

27 Talons for future Coupons or Receipts to be [Yes/No. If yes, give details] attached to Definitive Bearer Notes (and dates on which such Talons mature):

28 Details relating to Partly Paid Notes: [Not Applicable/give details. N.B.: a new form of amount of each payment comprising the Temporary Global Note and/or Permanent Issue Price and date on which each payment Global Note may be required for Partly Paid is to be made and consequences of failure issues] to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

10 Bearer Notes with a term of more than 365 days (taking into account any unilateral rollover or extension rights) must be issued in compliance with TEFRA C or TEFRA D. If such Bearer Notes are held through the CMU, they must be issued under TEFRA C if at the time of issuance the CMU Lodging and Paying Agent does not have in place certification procedures necessary to comply with the TEFRA D rules. 11 If the Specified Denominations of the Notes in paragraph 6 includes language substantially to the following effect: ‘‘€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000’’, the Temporary Global Note shall not be exchangeable on [.]days’ notice.] 12 Not applicable to Bearer Notes issued in compliance with TEFRA D, which must initially be represented by a Temporary Global Note.

— 155 — 29 Details relating to Instalment Notes:

(i) Instalment Amount(s): [Not Applicable/give details]

(ii) Instalment Date(s): [Not Applicable/give details]

30 Redenomination applicable: Redenomination [not] applicable [(If Redenomination is applicable, specify the applicable Day Count Fraction and any provisions necessary to deal with floating rate interest calculation (including alternative reference rates)]

31 Other terms or special conditions: Refer to Appendix

Distribution

32 (i) If syndicated, names and addresses of [Not Applicable/give names and addresses and Managers and commitments: commitments]

(ii) Date of Subscription Agreement [.]

(iii) Stabilising Manager(s) (if any): [Not Applicable/give name]

33 If non-syndicated, name of relevant Dealer: [Not Applicable/give name and address]

34 Total commission and concession: [.] per cent. of the Aggregate Nominal Amount 35 U.S. Selling Restrictions: [Reg. S Category 1/Category 2; TEFRA D/ TEFRA C/TEFRA not applicable]12

36 Additional selling restrictions: [Not Applicable/give details] 37 Private Bank Rebate [Not Applicable/give details] Operational Information

38 Any clearing system(s) other than Euroclear [CMU/Not Applicable/give name(s) and or Clearstream and the relevant number(s)] identification number(s):

39 Delivery: Delivery [against/free of] payment 40 Additional Paying Agent(s) (if any): [.] ISIN: [.] Common Code: [.] (insert here any other relevant codes such as a CMU instrument number)

12 ‘‘TEFRA not applicable’’ is only available for Bearer Notes with a term of 365 days or less (taking into account any unilateral extensions and rollovers) or Registered Notes.

— 156 — [USE OF PROCEEDS

Give details if different from the ‘‘Use of Proceeds’’ section in the Offering Circular.]

[Listing Application

This Pricing Supplement comprises the final terms required for the issue of Notes described herein pursuant to the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme of Greenland Global Investment Limited guaranteed by Greenland Holding Group Company Limited.]

Responsibility

Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of the Issuer: Signed on behalf of the Guarantor:

By: By: Duly authorised Duly authorised

— 157 — APPENDIX SPECIAL CONDITIONS

Set out below are the special conditions (‘‘Special Conditions’’)referredtoinitem31(Other terms or special conditions) of this Pricing Supplement. These Special Conditions are applicable only to the Series of Notes governed by this Pricing Supplement.

1. [Condition 4 (Covenants) shall be amended and renumbered to include the following provision:

‘‘(c) Notification to NDRC: Each of the Issuer and the Guarantor undertakes that it will within 10 PRC Business Days after the Issue Date file or cause to be filed with the NDRC the requisite information and documents in accordance with the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations（國家發展改革委關於推進企業發行外債備案登記制管理改革的通知（發改外資[2015]2044號））issued by the NDRC and effective from 14 September 2015 and any implementation rules as issued by the NDRC from time to time (the ‘‘NDRC Post-issue Filing’’).

In this Condition 4:

‘‘NDRC’’ means the National Development and Reform Commission of the PRC or its local counterparts; and

‘‘PRC Business Day’’ means a day (other than a Saturday, Sunday or public holiday) on which commercial banks are generally open for business in the PRC.’’]1

2. Condition 7(e) (Payments — Appointment of Agents) shall be deleted and replaced with the following:

‘‘(e) AppointmentofAgents: The Issuing and Paying Agent, the CMU Lodging and Paying Agent, the other Paying Agents, the Registrar, the other Transfer Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Issuing and Paying Agent, the CMU Lodging and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of the Issuing and Paying Agent, the CMU Lodging and Paying Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain (i) an Issuing and Paying Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes, (iv) a CMU Lodging and Paying Agent in relation to Notes accepted for clearance through the CMU, (v) one or more Calculation Agent(s) where the Conditions so require and (vi) such other agents as may be required by any other stock exchange on which the Notes may be listed in each case, as approved by the Trustee.

In addition, the Issuer may appoint a Paying Agent in New York City in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in Condition 7(c) above.

1 Applicable in respect of Notes with a maturity of more than one year.

— 158 — Notice of any such change or any change of any specified office shall promptly be given by the Issuer to the Noteholders in accordance with Condition 16.’’

3. Condition 8(d) (Taxation — Payment to individuals) shall be deleted.

4. [Insert other terms or special conditions.]

— 159 — TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) or Global Certificate representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non- applicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Pricing Supplement. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to ‘‘Notes’’ are to the Notes of one Series only, not to all Notes that may be issued under the Programme.

The Notes are constituted by a Trust Deed (as amended or supplemented as at the date of issue of the Notes (the ‘‘Issue Date’’), the ‘‘Trust Deed’’) dated 9 October 2014 between Greenland Global Investment Limited (the ‘‘Issuer’’), Greenland Holding Group Company Limited (the ‘‘Guarantor’’), and The Hongkong and Shanghai Banking Corporation Limited (the ‘‘Trustee’’, which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the Noteholders (as defined below). These terms and conditions (the ‘‘Conditions’’) include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bearer Notes, Certificates, Receipts, Coupons and Talons referred to below. An Agency Agreement (as amended or supplemented as at the Issue Date, the ‘‘Agency Agreement’’) dated 9 October 2014 has been entered into in relation to the Notes between the Issuer, the Trustee, The Hongkong and Shanghai Banking Corporation Limited as initial issuing and paying agent, the CMU lodging and paying agent and the other agents named in it. The issuing and paying agent, the CMU lodging and paying agent, the other paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the ‘‘Issuing and Paying Agent’’,the‘‘CMU Lodging and Paying Agent’’,the‘‘Paying Agents’’ (which expression shall include the Issuing and Paying Agent and the CMU Lodging and Paying Agent), the ‘‘Registrar’’,the‘‘Transfer Agents’’ (which expression shall include the Registrar) and the ‘‘Calculation Agent(s)’’. The Notes have the benefit of a deed of guarantee dated the Issue Date (the ‘‘Deed of Guarantee’’) entered into by the Guarantor and the Trustee relating to the Notes. The giving of the Guarantee (as defined in Condition 3(b)) was authorised by a resolutions of the board of directors of the Guarantor on 29 August 2014. For the purposes of these Conditions, all references to the Issuing and Paying Agent shall, with respect to a Series of Notes to be held in the CMU, be deemed to be a reference to the CMU Lodging and Paying Agent and all such references shall be construed accordingly.

Copies of the Trust Deed, the Deed of Guarantee and the Agency Agreement are available for inspection during usual business hours at the principal office of the Trustee (presently at Level 30, HSBC Main Building, 1 Queen’s Road, Central, Hong Kong) and at the specified offices of the Paying Agents and the Transfer Agents.

The Noteholders, the holders of the interest coupons (the ‘‘Coupons’’) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the ‘‘Talons’’)(the‘‘Couponholders’’) and the holders of the receipts for the payment of instalments of principal (the ‘‘Receipts’’) relating to Notes in bearer form of which the principal is payable in instalments are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Deed of Guarantee and are deemed to have notice of those provisions applicable to them of the Agency Agreement. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.

— 160 — As used in these Conditions, ‘‘Tranche’’ means Notes which are identical in all respects, and ‘‘Series’’ means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series with such Tranche of Notes and (b) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or issue price.

1 FORM, DENOMINATION AND TITLE

The Notes are issued in bearer form (‘‘Bearer Notes’’) or in registered form (‘‘Registered Notes’’) in each case in the Specified Denomination(s) shown hereon.

This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or a Partly Paid Note, a combination of any of the foregoing or any other kind of Note, depending upon the Interest and Redemption/Payment Basis shown hereon.

Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Instalment Notes are issued with one or more Receipts attached.

Registered Notes are represented by registered certificates (‘‘Certificates’’) and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.

Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the ‘‘Register’’). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder.

In these Conditions, ‘‘Noteholder’’ means the bearer of any Bearer Note and the Receipts relating to it or the person in whose name a Registered Note is registered (as the case may be), ‘‘holder’’ (in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them hereon, the absence of any such meaning indicating that such term is not applicable to the Notes.

2 NO EXCHANGE OF NOTES AND TRANSFERS OF REGISTERED NOTES

(a) No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes.

— 161 — (b) Transfer of Registered Notes: OneormoreRegisteredNotesmaybetransferreduponthe surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or the relevant Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Trustee or by the Registrar, with the prior written approval of the Trustee. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request in writing.

(c) Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of an Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.

(d) Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2(b) or 2(c) shall be available for delivery within seven business days of receipt of a duly completed form of transfer or Exercise Notice (as defined in Condition 6(f)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d) and in Condition 2(f), ‘‘business day’’ means a day, other than a Saturday or Sunday or public holiday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be).

(e) Transfers Free of Charge: Transfers of Notes and Certificates on registration, transfer, exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment by the relevant Noteholders of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity and/or security and/or pre-funding as the Registrar or the relevant Transfer Agent may require).

— 162 — (f) Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 10 business days ending on the due date for redemption of, or payment of any Instalment Amount in respect of, that Note, (ii) during the period of seven business days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 6(d), (iii) after any such Note has been called for redemption where not all the Notes are so called or (iv) during the period of seven days ending on (and including) any Record Date.

3STATUS

(a) The Notes and the Receipts and the Coupons relating to them constitute direct, unconditional, unsubordinated and (subject to Condition 4(a)) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and the Receipts and the Coupons relating to them shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a), at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

(b) Guarantee: The Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Notes and if any, the Receipts and the Coupons relating to them, and the Trust Deed with respect to the Notes. The Guarantor’s obligations in respect of the Notes and if any, the Receipts and the Coupons relating to them and the Trust Deed with respect to the Notes (the ‘‘Guarantee’’)are contained in the Deed of Guarantee. The obligations of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a), at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

4 COVENANTS

(a) Negative Pledge: So long as any Note or Coupon remains outstanding (as defined in the Trust Deed), the Issuer and the Guarantor will not, and each of the Issuer and the Guarantor will ensure that none of their respective Subsidiaries will create, or have outstanding, any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness or any guarantee or indemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto according to the Notes and the Coupons the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders or the Trustee in its absolute discretion.

(b) UndertakingrelatingtotheGuarantee: The Guarantor undertakes that it will (i) register or cause to be registered with SAFE the Deed of Guarantee in accordance with, and within the time period prescribed by, the Foreign Exchange Administration Rules on Cross-border Security (跨境擔保外匯管理規定)(‘‘Cross-border Security Registration’’) so long as such rules are still in effect, (ii) use its best endeavours to complete the Cross-border Security Registration and obtain a registration record from SAFE on or before the Registration Deadline and (iii) comply with all applicable PRC laws and regulations in relation to the Guarantee. In addition, the Guarantor shall procure that within five Registration Business Days after such delivery, the Issuer delivers to the Trustee a notice addressed to the Noteholders for the Trustee to release or distribute to the Noteholders, confirming the completion of the Registration Conditions. The Trustee shall have no obligation to monitor

— 163 — whetherornot,ortoensurethat,theregistration of the Deed of Guarantee with SAFE is completed on or before the Registration Deadline and shall not be liable to Noteholders or any other person for not doing so.

(c) Issuer Activities The Issuer shall not, and the Guarantor will procure that the Issuer will not, carry on any business activity whatsoever other than in connection with the issue of the Notes and other series of notes issued under the Programme or other existing or future bonds and any other activities reasonably incidental thereto (such activities shall, for the avoidance of doubt, include the on-lending of the proceeds of the issue of the Notes or other existing or future bonds to any other Subsidiaries of the Guarantor outside the PRC).

(d) Financial Statements: So long as any Note or Coupon remains outstanding:

(i) the Guarantor shall send to the Trustee as soon as practicable after their date of publication and in any event not more than 150 days after the end of each financial year (currently being December 31), two copies of the audited annual financial statements (on a consolidated basis) of the Guarantor and if such statements shall be in the Chinese language, together with an English translation of the same translated by an internationally recognised firm of accountants or a professional translation service provider, and a certificate signed by a Director or duly authorised officer of the Guarantor certifying that such translation is complete and accurate; and

(ii) the Guarantor shall send to the Trustee as soon as practicable after their date of publication and in any event not more than 90 days after the end of each financial period, two copies of the semi-annual statements prepared on a basis consistent with the audited financial statements of the Guarantor and if such statements shall be in the Chinese language, together with an English translation of the same and a certificate signed by a Director or duly authorised officer of the Guarantor certifying that such translation is complete and accurate.

In this Condition 4:

‘‘PRC’’ means the People’s Republic of China, and for the purpose of these Conditions only, excluding Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan;

‘‘Registration Business Day’’ means a day, other than a Saturday, Sunday or public holiday, on which commercial banks are generally open for business in Shanghai;

‘‘Registration Deadline’’ means the day falling 60 Registration Business Days after the Issue Date;

‘‘Relevant Indebtedness’’ means any indebtedness issued outside the PRC which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be or capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market;

‘‘SAFE’’ means the State Administration of Foreign Exchange or its local branch; and

‘‘Subsidiary’’ means, in relation to the Issuer or the Guarantor, any company (a) in which the Issuer or, as the case may be, the Guarantor holds a majority of the voting rights or (b) of which the Issuer or, as the case may be, the Guarantor is a member and has the right to appoint or

— 164 — remove a majority of the board of directors or (c) of which the Issuer or, as the case may be, the Guarantor is a member and controls a majority of the voting rights, and includes any company which is a Subsidiary of a Subsidiary of the Issuer or, as the case may be, the Guarantor.

5 INTEREST AND OTHER CALCULATIONS

(a) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount from (and including) the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h).

(b) Interest on Floating Rate Notes and Index Linked Interest Notes:

(i) Interest Payment Dates: Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding nominal amount from (and including) the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h). Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which falls the number of months or other period shown hereon as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

(ii) Business Day Convention: If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if the Business Day Convention specified is (A) the Floating Rate Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.

(iii) Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified hereon and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specified hereon.

— 165 — (A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub-paragraph (A), ‘‘ISDA Rate’’ for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

(x) the Floating Rate Option is as specified hereon;

(y) the Designated Maturity is a period specified hereon; and

(z) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified hereon.

For the purposes of this sub-paragraph (A), ‘‘Floating Rate’’, ‘‘Calculation Agent’’, ‘‘Floating Rate Option’’, ‘‘Designated Maturity’’, ‘‘Reset Date’’ and ‘‘Swap Transaction’’ have the meanings given to those terms in the ISDA Definitions.

(B) Screen Rate Determination for Floating Rate Notes

(x) Where Screen Rate Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be either:

(1) the offered quotation; or

(2) the arithmetic mean of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at either 11.00 a.m. (London time in the case of LIBOR, Brussels time in the case of EURIBOR or Hong Kong time in the case of HIBOR) or if, at or around that time it is notified that the fixing will be published at 2.30 p.m. (Hong Kong time), then as of 2.30 p.m. (in the case of CNH HIBOR) on the Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations.

If the Reference Rate from time to time in respect of Floating Rate Notes is specified hereon as being other than LIBOR, EURIBOR or HIBOR or CNH HIBOR, the Rate of Interest in respect of such Notes will be determined as provided hereon.

(y) if the Relevant Screen Page is not available or, if sub-paragraph (x)(1) applies and no such offered quotation appears on the Relevant Screen Page, or if sub paragraph (x)(2) above of this Condition 5(b)(iii)(B) applies and

— 166 — fewer than three such offered quotations appear on the Relevant Screen Page, in each case as at the time specified above, subject as provided below, the Calculation Agent shall request, if the Reference Rate is LIBOR, the principal London office of each of the Reference Banks or, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks or, if the Reference Rate is HIBOR or CNH HIBOR, the principal Hong Kong office of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time), or if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is HIBOR or CNH HIBOR, at approximately 11.00 a.m. (Hong Kong time) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, theRateofInterestforsuchInterestAccrual Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and

(z) if paragraph (y) above of this Condition 5(b)(iii)(B) applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is HIBOR or CNH HIBOR, at approximately 11.00 a.m. (Hong Kong time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is HIBOR or CNH HIBOR, the Hong Kong inter-bank market, as the case may be, or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is HIBOR or CNH HIBOR, at approximately 11.00 a.m. (Hong Kong time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Trustee and the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is HIBOR or CNH HIBOR, the Hong Kong inter-bank market, as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be

— 167 — applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).

Where Linear Interpolation is specified hereon as applicable in respect of an Interest Accrual Period, the Rate of Interest for such Interest Accrual Period shall be calculated by the Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified hereon as applicable) or the relevant Floating Rate Option (where ISDA Determination is specified hereon as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Accrual Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Accrual Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate.

‘‘Applicable Maturity’’ means, in relation to Screen Rate Determination, the period of time designated in the Reference Rate.

(iv) Rate of Interest for Index Linked Interest Notes: The Rate of Interest in respect of Index Linked Interest Notes for each Interest Accrual Period shall be determined in the manner specified hereon and interest will accrue by reference to an Index or Formula as specified hereon.

(c) Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 6(b)(i)).

(d) Dual Currency Notes: In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined by reference to a Rate of Exchange or a method of calculating Rate of Exchange, the rate or amount of interest payable shall be determined in the manner specified hereon.

(e) Partly Paid Notes: In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified hereon.

(f) Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date (as defined in Condition 8).

— 168 — (g) Margin, Maximum Rates of Interest/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts and Rounding:

(i) If any Margin is specified hereon (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with Condition 5(b) above by adding (if a positive number) or subtracting the absolute value (if a negative number) of such Margin, subject always to the next paragraph.

(ii) If any Maximum Rate of Interest or Minimum Rate of Interest, Instalment Amount or Redemption Amount is specified hereon, then any Rate of Interest, Instalment Amount or Redemption Amount shall be subject to such maximum or minimum, as the case may be.

(iii) For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 of a percentage point being rounded up), (y) all figures shall be rounded to seven significant figures (provided that if the eighth significant figure is a 5 or greater, the seventh significant shall be rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with half a unit being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes ‘‘unit’’ means the lowest amount of such currency that is available as legal tender in the countries of such currency.

(h) Calculations: The amount of interest payable per Calculation Amount in respect of any Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified hereon, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated.

(i) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts and Instalment Amounts: The Calculation Agent shall, as soon as practicable on each Interest Determination Date, or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or Instalment Amount, obtain such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or any Instalment Amount to be notified to the Trustee, the Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information

— 169 — and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 5(b)(ii), the Interest Amounts and the Interest Payment Date so published may subsequently be amended without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 10, the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made unless the Trustee otherwise requires. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.

(j) Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:

‘‘Business Day’’ means:

(i) in the case of a currency other than euro or Renminbi, a day (other than a Saturday, Sunday or public holiday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency; and/or

(ii) in the case of euro, a day on which the TARGET System is operating (a ‘‘TARGET Business Day’’); and/or

(iii) in the case of Renminbi, a day (other than a Saturday, Sunday or public holiday) on which commercial banks in Hong Kong are generally open for business and settlement of Renminbi payments in Hong Kong; and/or

(iv) in the case of a currency and/or one or more Business Centres a day (other than a Saturday, a Sunday or public holiday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres.

‘‘Day Count Fraction’’ means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the ‘‘Calculation Period’’):

(i) if ‘‘Actual/Actual’’ or ‘‘Actual/Actual — ISDA’’ is specified hereon, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365)

(ii) if ‘‘Actual/365 (Fixed)’’ is specified hereon, the actual number of days in the Calculation Period divided by 365;

— 170 — (iii) if ‘‘Actual/365 (Sterling)’’ is specified hereon, the actual number of days in the Calculation Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(iv) if ‘‘Actual/360’’ is specified hereon, the actual number of days in the Calculation Period divided by 360;

(v) if ‘‘30/360’’, ‘‘360/360’’ or ‘‘Bond Basis’’ is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

[360 × (Y2 –Y1)]+[30×(M2 – M1)] + (D2 – D1) Day Count Fraction = 360

where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Calculation Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Calculation Period, unless

such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day

included in the Calculation Period, unless such number would be 31 and D1 is greater

than 29, in which case D2 will be 30;

(vi) if ‘‘30E/360’’ or ‘‘Eurobond Basis’’ is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

[360 × (Y2 – Y1)]+[30×(M2 – M1)] + (D2 – D1) Day Count Fraction = 360

where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Calculation Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

— 171 — ‘‘D1’’ is the first calendar day, expressed as a number, of the Calculation Period, unless

such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day

included in the Calculation Period, unless such number would be 31, in which case D2 will be 30;

(vii) if ‘‘30E/360 (ISDA)’’ is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

[360 × (Y2 – Y1)]+[30×(M2 – M1)] + (D2 – D1) Day Count Fraction = 360

where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Calculation Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case

D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not

the Maturity Date or (ii) such number would be 31, in which case D2 will be 30;

(viii) if ‘‘Actual/Actual — ICMA’’ is specified hereon,

A. if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and

B. if the Calculation Period is longer than one Determination Period, the sum of:

(x) the number of days in such Calculation Period falling in the Determination Period in which it begins divided by theproductof(1)thenumberofdays in such Determination Period and (2) the number of Determination Periods normally ending in any year; and

(y) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year

— 172 — where:

‘‘Determination Period’’ means the period from and including a Determination Date in any year to but excluding the next Determination Date; and

‘‘Determination Date’’ means the date(s) specified as such hereon or, if none is so specified, the Interest Payment Date(s).

‘‘Euro-zone’’ means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended.

‘‘Interest Accrual Period’’ means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date.

‘‘Interest Amount’’ means:

(i) in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken Amount specified hereon as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and

(ii) in respect of any other period, the amount of interest payable per Calculation Amount for that period.

‘‘Interest Commencement Date’’ means the Issue Date or such other date as may be specified hereon.

‘‘Interest Determination Date’’ means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified, (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or Hong Kong dollars or Renminbi other than where the Specified Currency is Renminbi and the Reference Rate is CNH HIBOR; or (ii) the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro nor Hong Kong dollars nor Renminbi; or (iii) the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro or (iv) the day falling two Business Days in Hong Kong prior to the first day of such Interest Accrual Period if the Specified Currency is Renminbi and the Reference Rate is CNH HIBOR.

‘‘Interest Period’’ means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date unless otherwise specified hereon.

‘‘Interest Period Date’’ means each Interest Payment Date unless otherwise specified hereon.

— 173 — ‘‘ISDA Definitions’’ means the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., unless otherwise specified hereon.

‘‘Rate of Interest’’ means the rate of interest payable from time to time in respect of this Note and that is either specified or calculated in accordance with the provisions hereon.

‘‘Reference Banks’’ means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market and, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market and, in the case of a determination of HIBOR, the principal Hong Kong office of four major banks in the Hong Kong inter-bank market and, in the case of a determination of CNH HIBOR, the principal Hong Kong office of four major banks dealing in Renminbi in the Hong Kong inter-bank market, in each case selected by the Calculation Agent or as specified hereon.

‘‘Reference Rate’’ means the rate specified as such hereon.

‘‘Relevant Screen Page’’ means such page, section, caption, column or other part of a particular information service as may be specified hereon (or any successor or replacement page, section, caption, column or other part of a particular information service).

‘‘Specified Currency’’ means the currency specified as such hereon or, if none is specified, the currency in which the Notes are denominated.

‘‘TARGET System’’ means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto.

(k) Calculation Agent: The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them hereon and for so long as any Note is outstanding (as defined in the Trust Deed). Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Instalment Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall (with prior notification to the Trustee) appoint a leading bank or financial institution engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.

— 174 — 6 REDEMPTION, PURCHASE AND OPTIONS

(a) Redemption by Instalments and Final Redemption:

(i) Unless previously redeemed, purchased and cancelled as provided in this Condition 6, each Note that provides for Instalment Dates and Instalment Amounts shall be partially redeemed on each Instalment Date at the related Instalment Amount specified hereon. The outstanding nominal amount of each such Note shall be reduced by the Instalment Amount (or, if such Instalment Amount is calculated by reference to a proportion of the nominal amount of such Note, such proportion) for all purposes with effect from the related Instalment Date, unless payment of the Instalment Amount is improperly withheld or refused, in which case, such amount shall remain outstanding until the Relevant Date relating to such Instalment Amount.

(ii) Unless previously redeemed, purchased and cancelled as provided below, each Note shall be finally redeemed on the Maturity Date specified hereon at its Final Redemption Amount (which, unless otherwise provided hereon, is its nominal amount) or, in the case of a Note falling within paragraph (i) above, its final Instalment Amount.

(b) Early Redemption:

(i) Zero Coupon Notes:

(A) The Early Redemption Amount payable in respect of any Zero Coupon Note, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of such Note pursuant to Condition 6(c), Condition 6(d), Condition 6(e) or Condition 6(f) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified hereon.

(B) Subject to the provisions of sub-paragraph (C) below of this Condition 6(b)(i), the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually.

(C) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6(c), Condition 6(d), Condition 6(e) or Condition 6(f) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub- paragraph (B) above of this Condition 6(b)(i), except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 5(c).

— 175 — Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown hereon.

(ii) Other Notes: The Early Redemption Amount payable in respect of any Note (other than Notes described in Condition 6(b)(i) above), upon redemption of such Note pursuant to Condition 6(c), Condition 6(d), Condition 6(e) or Condition (f) or upon it becoming due and payable as provided in Condition 10, shall be the Final Redemption Amount unless otherwise specified hereon.

(c) Redemption for Taxation Reasons: TheNotesmayberedeemedattheoptionoftheIssuer in whole, but not in part, on any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Interest Note) or at any time (if this Note is neither a Floating Rate Note nor an Index Linked Interest Note), on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable) at their Early Redemption Amount (as described in Condition 6(b) above) (together with interest accrued to the date fixed for redemption), if (i) the Issuer (or, if the Guarantee is called, the Guarantor) informs the Trustee in writing immediately prior to the giving of such notice that the Issuer (or, if the Guarantee is called, the Guarantor) has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of any Relevant Jurisdiction, or any change in the application or official interpretation of, or the stating of an official position with respect to, such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts were a payment in respect of the Notes then payable and the Issuer may not redeem the Notes for taxation reasons if Additional Tax Amounts are payable with respect to PRC withholding taxes imposed on a payment made by the Guarantor at a rate of 10 per cent. or less. Prior to the publication of any notice of redemption pursuant to this Condition 6(c), the Issuer (or, if the Guarantee was called, the Guarantor) shall deliver to the Trustee a certificate signed by a director of the Issuer (or the Guarantor, as the case may be) stating that the obligation referred to in (i) above of this Condition 6(c) cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it; and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the conditions precedent set out in (i) and (ii) above of this Condition 6(c), in which event it shall be conclusive and binding on Noteholders and Couponholders.

For the purposes of this Condition 6(c) and Condition 8, ‘‘Relevant Jurisdiction’’ means the British Virgin Islands, Hong Kong and the People’s Republic of China (which for this purpose excludes Hong Kong, Macau and Taiwan) or any political subdivision or any authority therein or thereof having power to tax to which the Issuer or the Guarantor becomes subject in respect of payments made by it of any sums due in respect of the Notes or Coupons.

(d) Redemption at the Option of the Issuer: If Issuer Call Option is specified hereon, the Issuer may, on giving not less than 15 nor more than 30 days’ irrevocable notice to the Noteholders (or such other notice period as may be specified hereon) redeem all or, if so provided, some of the Notes on any Optional Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount specified hereon (which may be the Early Redemption Amount (as described in Condition 6(b) above)), together with interest

— 176 — accrued to the date fixed for redemption. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed specified hereon and no greater than the Maximum Redemption Amount to be redeemed specified hereon.

All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition.

In the case of a partial redemption the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, in subject to compliance with any applicable laws and stock exchange or other relevant authority requirements.

(e) Redemption for Relevant Events: Following the occurrence of a Relevant Event, if redemption on the occurrence thereof is specified hereon, the holder of any Note will have the right, at such holder’s option, to require the Issuer to redeem all, but not some only, of such holder’s Notes on the Put Settlement Date (as defined below in this Condition 6(e)) at 101% (in the case of a redemption for a Change of Control, as defined below in this Condition 6(e)) or 100% (in the case of a redemption for a No Registration Event, as defined below in this Condition 6(e)) of their principal amount, together in each case with accrued interest to the Put Settlement Date. To exercise such right, the holder of the relevant Note must deposit at the specified office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of anyPayingAgent(a‘‘Put Exercise Notice’’), together with (in the case of Bearer Notes) such Note (together with all unmatured Receipts and Coupons and unexchanged Talons) or (in the case of Registered Notes) the Certificate evidencing such Notes to be redeemed, by not later than 30 days following a Relevant Event, or, if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer or the Guarantor in accordance with Condition 16. The ‘‘Put Settlement Date’’ shall be the fourteenth day (in the case of a redemption for a Change of Control) or the fifth day (in the case of a redemption for a No Registration Event) after the expiry of such period of 30 days as referred to above.

A Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Notes the subject of Put Exercise Notices delivered as aforesaid on the Put Settlement Date.

Not later than 10 days (in the case of a redemption for a Change of Control) or five days (in the case of a redemption for a No Registration Event) following the day on which the Issuer or the Guarantor becomes aware of a Relevant Event, the Issuer or the Guarantor shall procure that notice regarding such Relevant Event shall be delivered to the Trustee in writing and to the Holders (in accordance with Condition 16) stating:

(i) the Put Settlement Date;

(ii) the date of the Relevant Event and, briefly, the events causing, as applicable, the Change of Control and the Rating Downgrade (in the case of a Change of Control) or the No Registration Event (in the case of a No Registration Event);

(iii) the date by which the Put Exercise Notice must be given;

(iv) the redemption amount and the method by which such amount will be paid;

— 177 — (v) the names and addresses of all Paying Agents;

(vi) the procedures that Holders must follow and the requirements that Holders must satisfy in order to exercise the Relevant Event Put Right; and

(vii) that a Put Exercise Notice, once validly given, may not be withdrawn.

The Trustee shall have no obligation or duty to verify the accuracy, validity and/or genuineness of any documents provided or delivered to it in relation to or connection with the Relevant Event and/or the Registration Conditions and shall not be liable to Holders or any other person for not doing so. The Trustee shall be entitled to assume that if no notice of a Relevant Event has been received by it that no Relevant Event has occurred, and shall not be liable to Holders or any other person for so doing.

For the purpose of this Condition 6(e): a ‘‘Change of Control’’ occurs when:

(i) SASAC or any other agency as designated by the State Council of the PRC ceases to Control, directly or indirectly, the Guarantor;

(ii) SASAC or any other agency as designated by the State Council of the PRC ceases to be the single largest direct or indirect holder of the issued share capital of the Guarantor;

(iii) the Guarantor ceases to directly or indirectly hold 100 per cent. of the voting rights of the issued share capital of the Issuer; or

(iv) the Guarantor consolidates with or merges into or sells or transfers all or substantially all of the Guarantor’s assets to any person or persons, acting together, except where such person(s) (in the case of asset transfer) or the surviving entity (in the case of consolidation or merger) is/are Controlled, directly or indirectly, by SASAC;

‘‘Control’’ means (i) the acquisition or control, directly or indirectly, of more than 40 per cent. of the voting rights of the issued share capital of an entity; or (ii) the right to appoint and/or remove the majority of the members of the board of directors or other governing body of an entity, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise; or (iii) the ability or power to direct the management policies of an entity, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise;

‘‘Fitch’’ means Fitch Ratings Ltd. and its successors;

‘‘Investment Grade Credit Rating’’ means a rating of Baa3 from Moody’s or BBB- from S&P or BBB– from Fitch or their respective equivalents or better;

‘‘Moody’s’’ means Moody’s Investors Services, Inc. and its successors; a ‘‘No Registration Event’’ occurs when the Registration Conditions are not complied with on or before the Registration Deadline (as defined in Condition 4);

‘‘Non-Investment Grade Credit Rating’’ means a rating of Ba1 from Moody’s or BB+ from S&P or BB+ from Fitch or their respective equivalents or worse;

— 178 — a ‘‘person’’ includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity) but does not include the Guarantor’s or the Issuer’sboard of directors or any other governing board and does not include the Guarantor’s or the Issuer’s wholly-owned direct or indirect subsidiaries; and

‘‘Rating Agency’’ means Moody’s, Fitch or S&P or any of their respective successors and assigns;

‘‘Rating Category’’ means (i) with respect to S&P, any of the following categories: ‘‘BB’’, ‘‘B’’,CCC’’, ‘‘CC’’, ‘‘C’’ and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories: ‘‘Ba’’, ‘‘B’’, ‘‘Caa’’, ‘‘Ca’’, ‘‘C’’ and ‘‘D’’ (or equivalent successor categories); and (3) with respect to Fitch, any of the following categories: ‘‘BB’’, ‘‘B’’, ‘‘CCC’’, ‘‘CC’’, ‘‘C’’ and ‘‘D’’ (or equivalent successor categories) and (4) the equivalent of any such category of S&P, Moody’s or Fitch used by another Rating Agency. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (‘‘+’’ and ‘‘–’’ for S&P and Fitch; ‘‘1’’, ‘‘2’’ and ‘‘3’’ for Moody’s; or the equivalent gradations for another Rating Agency) shall be taken into account (for example, with respect to S&P, a decline in a rating from ‘‘BB+’’ to ‘‘BB’’, as well as from ‘‘BB–’’ to ‘‘B+’’, will constitute a decrease of one gradation);

‘‘Rating Downgrade’’ means that at the time of occurrence of a Change of Control: either (i) the Notes carry Investment Grade Credit Ratings from two or more Rating Agencies, all such Investment Grade Credit Rating(s) from the Rating Agencies are either downgraded to a Non- Investment Grade Credit Rating or withdrawn; or (ii) the Notes carry Investment Grade Credit Ratings from one or none of the Rating Agencies, a decrease in all of the rating of the Notes by the Rating Agencies by one or more gradations (including gradation within Rating Categories as well as between Rating Categories);

‘‘Registration Conditions’’ means the receipt by the Trustee of a certificate signed by any one Director or one duly authorised officer (including the Deputy General Manager — Finance) of the Guarantor confirming the completion of the Cross-border Security Registration together with a copy of the relevant SAFE registration record; a ‘‘Relevant Event’’ will be deemed to occur if (i) there is a No Registration Event; or (ii) there is a Change of Control and within a period ending six months after the date notice of the Change of Control first becomes public (which period shall be extended so long as the Notes are under consideration (as publicly announced within such six month period) for a possible rating downgrade), a Rating Downgrade occurs;

‘‘SASAC’’ means the State-owned Assets Supervision and Administration Commission of the People’s Government of Shanghai Municipality; and

‘‘S&P’’ means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. and its successors.

— 179 — (f) Redemption at the Option of Noteholders: If Investor Put Option is specified hereon, the Issuer shall, at the option of the holder of any such Note, upon the holder of such Note giving not less than 15 nor more than 30 days’ notice to the Issuer (or such other notice period as may be specified hereon) redeem such Note on the Optional Redemption Date(s) at its Optional Redemption Amount specified hereon (which may be the Early Redemption Amount (as described in Condition 6(b) above)), together with interest accrued to the date fixed for redemption.

To exercise such option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice (an ‘‘Exercise Notice’’) in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period. No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.

(g) Partly Paid Notes: Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the provisions specified hereon.

(h) Purchases: Each of the Issuer, the Guarantor and any of their respective Subsidiaries may at any time purchase Notes (provided that all unmatured Receipts and Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price. All Notes purchased by or on behalf of the Issuer, the Guarantor or any of their respective Subsidiaries may be held, reissued, resold or surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Receipts and Coupons and all unexchanged Talons to the Issuing and Paying Agent and, in the case of Registered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Receipts and Coupons and unexchanged Talons attached thereto or surrendered therewith). The Notes so purchased, while held by or on behalf of the Issuer, the Guarantor or any such Subsidiary, shall not entitle the holder to vote at any meetings of the holders and shall not be deemed to be outstanding for certain purposes, including without limitation for the purpose of calculating quorums at meetings of the holders or for the purposes of Condition 10 and Condition 11(a) and as provided in the Trust Deed.

(i) Notice of redemption: All Notes in respect of which any notice of redemption is given under this Condition 6 shall be redeemed on the date, in such place and in such manner as specified in such notice in accordance with this Condition 6. If there is more than one notice of redemption given in respect of any Note (which shall include any notice given by the Issuer pursuant to Condition 6(c) or Condition 6(d) and any Put Exercise Notice given by a Noteholder pursuant to Condition 6(e)), the notice given first in time shall prevail and in the event of two notices being given on the same date, the first to be given shall prevail. Neither the Trustee nor any Agent shall be responsible for calculating or verifying any calculations of any amounts payable under any notice of redemption and shall not be liable to Noteholders or any other person for not doing so.

— 180 — 7 PAYMENTS AND TALONS

(a) Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against presentation and surrender of the relevant Receipts (in the case of payments of Instalment Amounts other than on the due date for redemption and provided that the Receipt is presented for payment together with its relative Note), Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 7(f)(vi)) or Coupons (in the case of interest, save as specified in Condition 7(f)(ii)), as the case may be:

(i) in the case of a currency other than Renminbi, at the specified office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer to an account denominated in such currency with, a Bank; and

(ii) in the case of Renminbi, by transfer from the Paying Agent’s office outside the United States to a Renminbi account maintained by or on behalf of the Noteholder with a Bank in Hong Kong.

In this Condition 7(a) and in Condition 7(b), ‘‘Bank’’ means a bank in the principal financial centre for such currency or, in the case of euro, in a city in which banks have access to the TARGET System.

(b) Registered Notes:

(i) Payments of principal (which for the purposes of this Condition 7(b) shall include final Instalment Amounts but not other Instalment Amounts) in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in Condition 7(b)(ii).

(ii) Interest (which for the purpose of this Condition 7(b) shall include all Instalment Amounts other than final Instalment Amounts) on Registered Notes shall be paid to the person shown on the Register at the close of business on the fifth (in the case of Renminbi) and fifteenth (in the case of a currency other than Renminbi) day before the due date for payment thereof (the ‘‘Record Date’’). Payments of interest on each Registered Note shall be made:

(A) in the case of a currency other than Renminbi, in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first-named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank; and

(B) in the case of Renminbi, by transfer to the registered account of the Noteholder.

In this Condition 7(b)(ii), ‘‘registered account’’ means the Renminbi account maintained by or on behalf of the Noteholder with a bank in Hong Kong, details of which appear on the Register at the close of business on the fifth business day before the due date for payment.

— 181 — (c) Payments in the United States: Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.

(d) Payments subject to Laws: Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8 and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the ‘‘Code’’) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto. No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.

(e) AppointmentofAgents: The Issuing and Paying Agent, the CMU Lodging and Paying Agent, the other Paying Agents, the Registrar, the other Transfer Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Issuing and Paying Agent, the CMU Lodging and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationshipofagencyortrustfororwithany Noteholder or Couponholder. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of the Issuing and Paying Agent, the CMU Lodging and Paying Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain (i) an Issuing and Paying Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes, (iv) a CMU Lodging and Paying Agent in relation to Notes accepted for clearance through the CMU, (v) one or more Calculation Agent(s) where the Conditions so require, (vi) such other agents as may be required by any other stock exchange on which the Notes may be listed in each case, as approved by the Trustee and (vii) if the Issuer is required to maintain a Paying Agent in a European Union member state, the Issuer shall maintain a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC or any other Directive amending, supplementing or replacing such Directive.

In addition, the Issuer may appoint a Paying Agent in New York City in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in Condition 7(c) above.

Notice of any such change or any change of any specified office shall promptly be given by the Issuer to the Noteholders in accordance with Condition 16.

— 182 — (f) Unmatured Coupons and Receipts and unexchanged Talons:

(i) Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes (other than Dual Currency Notes or Index linked Notes), such Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon that the sum of principal so paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioned above against surrender of such missing Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 9).

(ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, Dual Currency Note or Index Linked Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.

(iii) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.

(iv) Upon the due date for redemption of any Bearer Note that is redeemable in instalments, all Receipts relating to such Note having an Instalment Date falling on or after such due date (whether or not attached) shall become void and no payment shall be made in respect of them.

(v) Where any Bearer Note that provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity and/or security as the Issuer may require.

(vi) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be. Interest accrued on a Note that only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be.

(g) Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Issuing and Paying Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 9).

(h) Non-Business Days: If any date for payment in respect of any Note, Receipt or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this

— 183 — Condition 7, ‘‘business day’’ means a day (other than a Saturday, Sunday or public holiday) on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such jurisdictions as shall be specified as ‘‘Financial Centres’’ hereon and:

(i) (in the case of a payment in a currency other than euro and Renminbi) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency; or

(ii) (in the case of a payment in euro) which is a TARGET Business Day; or

(iii) (in the case of a payment in Renminbi) on which banks and foreign exchange markets are open for business and settlement of Renminbi payments in Hong Kong.

8 TAXATION

All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes, the Receipts and the Coupons or under the Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Relevant Jurisdiction, unless such withholding or deduction is required by law. In that event, the Issuer or, as the case may be, the Guarantor shall pay such additional amounts (‘‘Additional Tax Amounts’’) as shall result in receipt by the Noteholders and Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no Additional Tax Amounts shall be payable with respect to any Note, Receipt or Coupon:

(a) Other connection: to a holder, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note, Receipt or Coupon; or

(b) Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment (where presentation is required) more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such Additional Tax Amounts on presenting it for payment on the thirtieth day; or

(c) FailuretoassisttheIssuerortheGuarantortoavoidAdditionalTaxAmounts: in respect of which a Noteholder or beneficial owner fails to comply with a timely request of the Issuer or, if the Guarantor is making such payment, the Guarantor, addressed to the Noteholder, to provide information concerning such Noteholder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Tax Amounts would have otherwise been payable to such holder under this Condition 8; or

(d) Payment to individuals: where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive amending, supplementing or replacing such Directive or any law implementing or complying with, or introduced in order to conform to, such Directives; or

— 184 — (e) Payment by another Paying Agent: (except in the case of Registered Notes) presented for payment (where presentation is required) by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union.

No Additional Tax Amounts shall be paid to a holder that is a fiduciary, partnership or person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, or a member of that partnership or a beneficial owner who would not have been entitled to such Additional Tax Amounts had that beneficiary, settlor, member or beneficial owner been the holder thereof.

As used in these Conditions, ‘‘Relevant Date’’ in respect of any Note, Receipt or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note (or relevant Certificate), Receipt or Coupon being made in accordance with these Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (i) ‘‘principal’’ shall be deemed to include any premium payable in respect of the Notes, all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or any amendment or supplement to it, (ii) ‘‘interest’’ shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it and (iii) ‘‘principal’’ and/or ‘‘interest’’ shall be deemed to include any additional amounts that may be payable under this Condition 8 or any undertaking given in addition to or in substitution for it under the Trust Deed.

9 PRESCRIPTION

Claims against the Issuer for payment in respect of the Notes, Receipts and Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.

10 EVENTS OF DEFAULT

If any of the following events (each an ‘‘EventofDefault’’) occurs, the Trustee at its discretion may, and if so requested by holders of at least 25 per cent. in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (provided in any such case that the Trustee shall have first been indemnified and/or secured and/or pre-funded to its satisfaction), give written notice to the Issuer that the Notes are, and they shall immediately become, due and payable at their Early Redemption Amount together (if applicable) with accrued interest:

(a) Non-Payment: the Issuer and the Guarantor each fails to pay the principal of or any interest on any of the Notes when due; or

(b) Breach of Other Obligations: the Issuer or the Guarantor does not perform or comply with any one or more of its respective obligations in the Notes, the Trust Deed or the Deed of Guarantee, which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not remedied within thirty days after notice of such default shall have been given to the Issuer by the Trustee; or

— 185 — (c) Cross-Default: (i) any other present or future indebtedness of the Issuer or the Guarantor or any of their respective Subsidiaries for or in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (ii) any such indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (iii) the Issuer, the Guarantor or any of their respective Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 10(c) have occurred equals or exceeds U.S.$30,000,000 or its equivalent (on the basis of the middle spot rate for therelevantcurrencyagainsttheUSdollarsasquotedbyanyleadingbankonthedayon which this Condition 10(c) operates); or

(d) Enforcement Proceedings: a distress, attachment, execution or other legal process is levied, enforced or sued out on or against any material part of the property, assets or revenues of the Issuer, the Guarantor or any of the Principal Subsidiaries and is not discharged or stayed within thirty days; or

(e) Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer, the Guarantor or any of the Principal Subsidiaries over all or a material part of its assets becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, manager or other similar person) and is not discharged within thirty days; or

(f) Insolvency: the Issuer, the Guarantor or any of the Principal Subsidiaries is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any material part of (or of a particular type of) the debts of the Issuer, the Guarantor or any of the Principal Subsidiaries; or

(g) Winding-up: an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer or the Guarantor or any of the Principal Subsidiaries, or the Issuer, the Guarantor or any of the Principal Subsidiaries ceases or threatens to cease to carry on all or a material part of its business or operations, except (i) for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (A) on terms approved by an Extraordinary Resolution of the Noteholders, or (B) in the case of a Principal Subsidiary, whereby the undertaking and assets of the Principal Subsidiary are transferred to or otherwise vested in the Issuer or another Principal Subsidiary, or (ii) a disposal on an arm’s length basis where the assets resulting from such disposal are vested in the Guarantor or any of the Principal Subsidiaries; or

(h) Authorisation and Consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable the Issuer and the Guarantor lawfully to enter into, exercise their respective rights and perform and comply with their respective obligations under the Notes, the Trust Deed and the Deed of Guarantee, (ii) to ensure that those obligations are legally binding and enforceable and (iii) to make the Notes, the Trust Deed and the Deed of Guarantee admissible in evidence in the courts of Hong Kong is not taken, fulfilled or done; or

— 186 — (i) Nationalisation: any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Issuer, the Guarantor or any of the Principal Subsidiaries; or

(j) Illegality: it is or will become unlawful for the Issuer or the Guarantor to perform or comply with any one or more of its obligations under any of the Notes, the Trust Deed or the Deed of Guarantee; or

(k) Unenforceability of Guarantee: the Guarantee becomes unenforceable or invalid or shall for any reason cease to be in full force and effect or is claimed to be unenforceable, invalid or not in full force and effect by the Guarantor; or

(l) Analogous Events: any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of Conditions 10(a) to 10(k) (both inclusive).

In this Condition 10, ‘‘Principal Subsidiary’’ means any Subsidiary of the Guarantor:

(a) whose total operating income or (in the case of a Subsidiary which itself has Subsidiaries) consolidated total operating income, as shown by its latest audited income statement are at least 5 per cent. of the consolidated total operating income as shown by the latest published audited consolidated income statement of the Guarantor and its Subsidiaries including, for the avoidance of doubt, the Guarantor and its consolidated Subsidiaries’ share of profits of Subsidiaries not consolidated and of jointly controlled entities and after adjustments for minority interests; or

(b) whose total profit or (in the case of a Subsidiary which itself has Subsidiaries) consolidated total profit, as shown by its latest audited income statement are at least 5 per cent. of the consolidated total profit as shown by the latest published audited consolidated income statement of the Guarantor and its Subsidiaries including, for the avoidance of doubt, the Guarantor and its consolidated Subsidiaries’ share of profits of Subsidiaries not consolidated and of jointly controlled entities and after adjustments for minority interests; or

(c) whose total assets or (in the case of a Subsidiary which itself has Subsidiaries) total consolidated assets, as shown by its latest audited balance sheet are at least 5 per cent. of the amount which equals the amount included in the consolidated total assets of the Guarantor and its Subsidiaries as shown by the latest published audited consolidated balance sheet of the Guarantor and its Subsidiaries as being represented by the investment of the Guarantor in each Subsidiary whose accounts are not consolidated with the consolidated audited accounts of the Guarantor and after adjustment for minority interests; or

(d) to which is transferred the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transfer was a Principal Subsidiary, provided that (xx) the Principal Subsidiary which so transfers its assets shall forthwith upon such transfer cease to be a Principal Subsidiary and the Subsidiary to which the assets are so transferred shall forthwith become a Principal Subsidiary and(yy)onorafterthedateonwhichthefirst published audited accounts (consolidated, if appropriate) of the Guarantor prepared as of a date later than such transfer are issued, whether such transferor Subsidiary or such transferee Subsidiary is or is not a Principal Subsidiary shall be determined on the basis of such accounts by virtue of the provisions of paragraphs (a), (b) or (c) above of this definition;

— 187 — provided that, in relation to paragraphs (a), (b) and (c) above of this definition:

(i) in the case of a corporation or other business entity becoming a Subsidiary after the end of the financial period to which the latest consolidated audited accounts of the Guarantor relate, the reference to the then latest consolidated audited accounts of the Guarantor for the purposes of the calculation above shall, until consolidated audited accounts of the Guarantor for the financial period in which the relevant corporation or other business entity becomes a Subsidiary are published be deemed to be a reference to the then latest consolidated audited accounts of the Guarantor adjusted to consolidate the latest audited accounts (consolidated in the case of a Subsidiary which itself has Subsidiaries) of such Subsidiary in such accounts;

(ii) if at any relevant time in relation to the Guarantor or any Subsidiary which itself has Subsidiaries no consolidated accounts are prepared and audited, total operating income, total profit or total assets of the Guarantor and/or any such Subsidiary shall be determined on the basis of pro forma consolidated accounts prepared for this purpose by the Guarantor;

(iii) if at any relevant time in relation to any Subsidiary, no accounts are audited, its total operating income, total profit or total assets (consolidated, if appropriate) shall be determined on the basis of pro forma accounts (consolidated, if appropriate) of the relevant Subsidiary prepared for this purpose by the Guarantor; and

(iv) if the accounts of any Subsidiary (not being a Subsidiary referred to in proviso (i) above) are not consolidated with those of the Guarantor, then the determination of whether or not such subsidiary is a Principal Subsidiary shall be based on a pro forma consolidation of its accounts (consolidated, if appropriate) with the consolidated accounts (determined on the basis of the foregoing) of the Guarantor.

11 MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION

(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any of the provisions of the Trust Deed or the Deed of Guarantee. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Trustee if requested to do so by Noteholders holding not less than 10 per cent in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing more than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum Rate of Interest and/or a Maximum Rate of Interest, Instalment Amount or Redemption Amount is shown hereon, to reduce any such Minimum Rate of Interest and/or Maximum Rate of Interest, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment

— 188 — or denomination of the Notes, (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution or (viii) to modify or cancel the Deed of Guarantee (subject to Condition 11(b)), in which case the necessary quorum shall be two or more persons holding or representing not less than 66 per cent, or at any adjourned meeting not less than 33 per cent, in nominal amount of the Notes for the time being outstanding. Any ExtraordinaryResolutiondulypassedshallbe binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders.

The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in nominal amount of the Notes for the time being outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one documentorseveraldocumentsinthesameform,eachsignedbyoronbehalfofoneormore Noteholders.

These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Pricing Supplement in relation to such Series.

(b) Modification, Waiver, Authorisation and Determination: The Trustee may (but shall not be obliged to) agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, or any failure to comply with any of these Conditions or any of the provisions of the Trust Deed or the Deed of Guarantee which in the opinion of the Trustee is not materially prejudicial to the interests of the Noteholders, or may agree, without any such consent as aforesaid, to any modification which, in its opinion, is of a formal, minor or technical nature or to correct a manifest error. Any such modification, wavier or authorisation shall be binding on the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, such modification shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 16.

(c) Entitlement of the Trustee: In connection with the exercise of its functions, rights, powers and/or discretions (including but not limited to those referred to in this Condition 11), the Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer any or the Trustee indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders.

12 ENFORCEMENT

At any time after the Notes become due and payable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and/or the Guarantor as it may think fit to enforce the terms of the Trust Deed, the Deed of Guarantee, the Notes, the Receipts and/or the Coupons, but it need not take any such proceedings unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Noteholders holding at least 25 per cent. in nominal amount of the Notes then outstanding, and (b) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction. No Noteholder, Receiptholder or Couponholder may proceed directly against the Issuer or the Guarantor unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.

— 189 — 13 INDEMNIFICATION OF THE TRUSTEE

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility. The Trustee and any entity related to the Trustee is entitled to enter into business transactions with the Issuer, the Guarantor and any entity related to the Issuer or the Guarantor without accounting for any profit.

The Trustee may rely without liability to Noteholders or Couponholders on any report, information, confirmation, opinion or certificate or any advice or opinion of any accountants, auditors, lawyers, valuers, auctioneers, surveyors, brokers, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, information, confirmation, certificate, advice or opinion and such report, confirmation or certificate or advice shall be binding on the Issuer, the Guarantor and the Noteholders.

The Trustee shall have no obligation to monitor whether an Event of Default, Rating Downgrade, Change of Control or Relevant Event has occurred, and shall not be liable to Noteholders or Couponholders or any other person for not so doing.

14 REPLACEMENT OF NOTES, CERTIFICATES, RECEIPTS, COUPONS AND TALONS

If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Issuing and Paying Agent (in the case of Bearer Notes, Receipts, Coupons or Talons) and of the Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as the Issuer or the relevant Agent may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

15 FURTHER ISSUES

The Issuer may from time to time without the consent of the Noteholders or Couponholders to create and issue further securities either (i) having the same terms and conditions as the Notes in all respects (or in all respects save for the first payment of interest on them) and so that the same shall be consolidated and form a single series with the outstanding securities of any series (including the Notes) constituted by the Trust Deed or any supplemental deed or (ii) upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single series with the Notes. Any further securities which are to form a single series with the outstanding securities of any series (including the Notes) constituted by the Trust Deed or any supplemental deed shall, and any other future securities may (with the consent of the Trustee), be constituted by a deed supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of securities of other series in certain circumstances where the Trustee so decides.

— 190 — 16 NOTICES

Notices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing and, so long as the Notes are listed on the Stock Exchange and the rules of that Exchange so require, published in a leading newspaper having general circulation in Asia (which is expected to be the Asian Wall Street Journal). Notices to the holders of Bearer Notes shall be valid if published in a daily newspaper of general circulation in Notices to the holders of Bearer Notes shall be valid if published in a daily newspaper of general circulation in Asia and, so long as the Notes are listed on the Stock Exchange and the rules of that Exchange so require, published in a daily newspaper with general circulation in Asia (which is expected to be the Asian Wall Street Journal). If any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Asia. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made, as provided above. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition.

17 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

17.1 No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

18 GOVERNING LAW AND JURISDICTION

(a) Governing Law: The Trust Deed, the Agency Agreement, the Deed of Guarantee, the Notes, the Receipts, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.

(b) Jurisdiction: The courts of Hong Kong are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with any Notes, Receipts, Coupons or Talons, the Trust Deed, the Agency Agreement and the Deed of Guarantee and accordingly any legal action or proceedings arising out of or in connection with any Notes, Receipts, Coupons or Talons, the Trust Deed, the Agency Agreement and the Deed of Guarantee (‘‘Proceedings’’) may be brought in such courts. Each of the Issuer and the Guarantor has in the Trust Deed, and the Guarantor has in the Deed of Guarantee, irrevocably submitted to the jurisdiction of such courts and waived any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.

(c) Service of Process: Each of the Issuer and the Guarantor has in the Trust Deed irrevocably agreed to receive service of process at Greenland Hong Kong Investment Group Limited’s principal place of business in Hong Kong (currently at Room 1701, 17th Floor, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Kowloon, Hong Kong) to receive, for it and on its behalf, service of process in any Proceedings in Hong Kong.

— 191 — SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

Terms used in this section that are not otherwise defined shall have the meanings given to them in ‘‘Terms of Conditions of the Notes.’’

Initial Issue of Notes

Global Notes and Global Certificates may be delivered on or prior to the original issue date of the Tranche to a Common Depositary for Euroclear and Clearstream or a sub-custodian for the CMU.

Upon the initial deposit of a Global Note or a Global Certificate with a common depositary for Euroclear and Clearstream (the ‘‘Common Depositary’’) or with a sub-custodian for the CMU or registration of Registered Notes in the name of (i) any nominee for Euroclear and Clearstream or (ii) the Hong Kong Monetary Authority as operator of the CMU and delivery of the relevant Global Note or Global Certificate to the Common Depositary or the sub-custodian for the CMU (as the case may be), Euroclear or Clearstream or the CMU (as the case may be) will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid.

Notes that are initially deposited with the Common Depositary may also be credited to the accounts of subscribers with (if indicated in the relevant Pricing Supplement) other clearing systems through direct or indirect accounts with Euroclear and Clearstream held by such other clearing systems. Conversely, Notes that are initially deposited with any other clearing system may similarly be credited to the accounts of subscribers with Euroclear, Clearstream or other clearing systems.

Bearer Notes issued in compliance with TEFRA D must be initially issued in the form of a Temporary Global Note.

Bearer Notes with a term of more than 365 days (taking into account any unilateral right to rollover or extend the term) that are held through the CMU must be issued under TEFRA C unless at the time of issuance the CMU Lodging and Paying Agent has in place certification procedures necessary to comply with the TEFRA D rules.

Relationship of Accountholders with Clearing Systems

Each of the persons shown in the records of Euroclear, Clearstream or any other clearing system (an ‘‘Alternative Clearing System’’) as the holder of a Note represented by a Global Note or a Global Certificate must look solely to Euroclear, Clearstream or any such Alternative Clearing System (as the case may be) for his share of each payment made by the Issuer to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, and in relation to all other rights arising under the Global Notes or Global Certificates, subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream or such Alternative Clearing System (as the case may be). Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note or Global Certificate and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, in respect of each amount so paid.

— 192 — If a Global Note or a Global Certificate is lodged with a sub-custodian for or registered with the CMU, the person(s) for whose account(s) interests in such Global Note or Global Certificate are credited as being held in the CMU in accordance with the CMU Rules as notified by the CMU to the CMU Lodging and Paying Agent in a relevant CMU Instrument Position Report or any other relevant notification by the CMU (which notification, in either case, shall be conclusive evidence of the records of the CMU save in the case of manifest error) shall be the only person(s) entitled or in the case of Registered Notes, directed or deemed by the CMU as entitled to receive payments in respect of Notes represented by such Global Note or Global Certificate and the Issuer will be discharged by payment to, or to the order of, such person(s) for whose account(s) interests in such Global Note or Global Certificate are credited as being held in the CMU in respect of each amount so paid. Each of the persons shown in the records of the CMU as the beneficial holder of a particular nominal amount of Notes represented by such Global Note or Global Certificate must look solely to the CMU Lodging and Paying Agent (as agent of the Issuer) for his share of each payment so made by the Issuer in respect of such Global Note or Global Certificate.

Exchange

Temporary Global Notes

Each Temporary Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date:

(i) if the relevant Pricing Supplement indicates that such Temporary Global Note is issued in compliance with TEFRA C or in a transaction to which TEFRA is not applicable (as to which, see ‘‘Summary of the Programme — Selling Restrictions’’), in whole, but not in part, for interests in a Permanent Global Note or, if so provided in the relevant Pricing Supplement, for the Definitive Notes defined and described below; and

(ii) otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in the form set out in the Agency Agreement for interests in a Permanent Global Note or, if so provided in the relevant Pricing Supplement, for Definitive Notes.

The CMU may require that any such exchange for a Permanent Global Note is made in whole and not in part and in such event, no such exchange will be effected until all relevant account holders (as set out in a CMU Instrument Position Report (as defined in the rules of the CMU) or any other relevant notification supplied to the CMU Lodging and Paying Agent by the CMU) have so certified.

The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification as to non- U.S. beneficial ownership in the form set out in the Agency Agreement, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for Definitive Notes is improperly withheld or refused. The payments in respect of a Note issued under TEFRA D may not be collected without certificate as to non-U.S. beneficial ownership.

Further Issues

In respect of a Note issued under TEFRA D, for the purpose of dealing in Euroclear or Clearstream or the CMU, any further issue of Notes by the Issuer pursuant to Condition 15 may not be consolidated and form a single series with the outstanding securities of any series (including the Notes) until the exchange of interests in a Temporary Global Note for interests in a Permanent Global Note upon the relevant certification of non-U.S. beneficial ownership.

— 193 — Permanent Global Notes

Each Permanent Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date in whole but not in part for Definitive Notes if the Permanent Global Note is held on behalf of Euroclear, Clearstream, except as provided under the paragraph titled ‘‘Partial Exchange of Permanent Global Notes’’ below, the CMU or an Alternative Clearing System and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so.

In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shall be issued in Specified Denomination(s) only. A Noteholder who holds a principal amount of less than the minimum Specified Denomination will not receive a definitive Note in respect of such holding and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Specified Denominations.

Global Certificates

The following will apply in respect of transfers of Notes held in Euroclear, Clearstream, the CMU or an Alternative Clearing System. These provisions will not prevent the trading of interests in the Notes within a clearing system whilst they are held on behalf of such clearing system, but will limit the circumstances in which the Notes may be withdrawn from the relevant clearing system. Transfer of the holding of Notes represented by any Global Certificate pursuant to Condition 2(b) may only be made in part if the relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so.

In the event that a Global Certificate is exchanged for a definitive certificate, such definitive certificate shall be issued in Specified Denomination(s) only. A Noteholder who holds a principal amount of less than the minimum Specified Denomination will not receive a definitive certificate in respect of such holding and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Specified Denominations.

Partial Exchange of Permanent Global Notes

For so long as a Permanent Global Note is held on behalf of a clearing system and the rules of that clearing system permit, such Permanent Global Note will be exchangeable in part on one or more occasions for Definitive Notes (i) if principal in respect of any Notes is not paid when due or (ii) if so provided in, and in accordance with, the Conditions (which will be set out in the relevant Pricing Supplement) relating to Partly Paid Notes.

Delivery of Notes

On or after any due date for exchange, the holder of a Global Note may surrender such Global Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Issuing and Paying Agent (or, in the case of Notes lodged with the CMU, the CMU Lodging and Paying Agent).

In exchange for any Global Note, or the part thereof to be exchanged, the Issuer will (i) in the case of a Temporary Global Note exchangeable for a Permanent Global Note, deliver, or procure the delivery of, a Permanent Global Note in an aggregate nominal amount equal to that of the whole or that part of a Temporary Global Note that is being exchanged or, in the case of a subsequent exchange, endorse, or procure the endorsement of, a Permanent Global Note to reflect such exchange or (ii) in the case of a Global Note exchangeable for Definitive Notes, deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Notes. Global Notes, Global Certificates

— 194 — and Definitive Notes will be delivered outside the United States and its possessions. In this Offering Circular, ‘‘Definitive Notes’’ means, in relation to any Global Note, the definitive Bearer Notes for which such Global Note may be exchanged (if appropriate, having attached to them all Coupons and Receipts in respect of interest or Instalment Amounts that have not already been paid on the Global Note and a Talon). Definitive Notes will be security printed in accordance with any applicable legal and stock exchange requirements in or substantially in the form set out in the Schedules to the Trust Deed. On exchange in full of each Permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes.

Exchange Date

‘‘Exchange Date’’ means, in relation to a Temporary Global Note, the day falling after the expiry of 40 days after its issue date and, in relation to a Permanent Global Note, a day falling not less than 60 days, or in the case of failure to pay principal in respect of any Notes when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Issuing and Paying Agent is located and in the city in which the relevant clearing system is located.

Amendment to Conditions

The Temporary Global Notes, Permanent Global Notes and Global Certificates contain provisions that apply to the Notes that they represent, some of which modify the effect of the terms and conditions of the Notes set out in this Offering Circular. The following is a summary of certain of those provisions:

Payments

No payment falling due after the Exchange Date will be made on any Global Note unless exchange for an interest in a Permanent Global Note or for Definitive Notes is improperly withheld or refused.

Payments on any Temporary Global Note issued in compliance with TEFRA D before the Exchange Date will only be made to the extent that certification as to non-U.S. beneficial ownership in the form set out in the Agency Agreement, or any other form acceptable to the Issuer that meets the requirements of TEFRA D, has been received by Euroclear and/or Clearstream and/or any other relevant clearing system, and Euroclear and/or Clearstream, as applicable, has given a like certification (based on the certifications it has received) to the relevant Paying Agent (or in the case of Bearer Notes held through the CMU, received by the CMU Lodging and Paying Agent). All payments in respect of Notes represented by a Global Note (except with respect to a Global Note held through the CMU) will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender of that Global Note to or to the order of the Issuing and Paying Agent as shall have been notified to the Noteholders for such purpose. A record of each payment so made will be enfaced on each Global Note, which endorsement will be prima facie evidence that such payment has been made in respect of the Notes. Condition 7(f)(vi) and Condition 8(d) will apply to the Definitive Notes only. For the purpose of any payments made in respect of a Global Note, the relevant place of presentation (if applicable) shall be disregarded in the definition of ‘‘business day’’ set out in Condition 7(h).

All payments in respect of Notes represented by a Global Certificate (other than a Global Certificate held through the CMU) will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be the Clearing System Business Day immediately prior to the date for payment, where ‘‘Clearing System Business Day’’ means Monday to Friday inclusive except 25 December and 1 January.

— 195 — In respect of a Global Note or Global Certificate held through the CMU, any payments of principal, interest (if any) or any other amounts shall be made to the person(s) for whose account(s) interests in the relevant Global Note or Global Certificate are credited (as set out in a CMU Instrument Position Report or any other relevant notification supplied to the CMU Lodging and Paying Agent by the CMU) and, save in the case of final payment, no presentation of the relevant bearer Global Note or Global Certificate shall be required for such purpose.

Prescription

Claims against the Issuer in respect of Notes that are represented by a Permanent Global Note will become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 8).

Meetings

The holder of a Permanent Global Note or of the Notes represented by a Global Certificate shall (unless such Permanent Global Note or Global Certificate represents only one Note) be treated as being two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, the holder of a Permanent Global Note or of the Notes represented by a Global Certificate shall be treated as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. All holders of Registered Notes are entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes comprising such Noteholders holding, whether or not represented by a Global Certificate.

Cancellation

Cancellation of any Note represented by a Permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the nominal amount of the relevant Permanent Global Note or its presentation to or to the order of the Issuing and Paying Agent (or, in the case of Notes lodged with the CMU, the CMU Lodging and Paying Agent) for endorsement in the relevant schedule of such Permanent Global Note or, in the case of a Global Certificate, by reduction in the aggregate principal amount of the Certificates in the Register, whereupon the principal amount thereof shall be reduced for all purposes by the amount so cancelled and endorsed.

Purchase

Notes represented by a Permanent Global Note or by a Global Certificate may only be purchased by the Issuer or any of their respective subsidiaries if they are purchased together with the rights to receive all future payments of interest and Instalment Amounts (if any) thereon.

Issuer’sOption

Any option of early redemption of the Issuer provided for in the Conditions of any Notes while such Notes are represented by a Permanent Global Note or by a Global Certificate shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the event that any option of the Issuer is exercised in respect of some but not all of the Notes of any Series, the rights of accountholders with a clearing system in respect of the Notes will be governed by the standard procedures of Euroclear, Clearstream, the CMU or any other clearing system (as the case may be).

— 196 — Noteholders’ Options

Any option of the Noteholders provided for in the Conditions of any Notes while such Notes are represented by a Permanent Global Note may be exercised by the holder of the Permanent Global Note giving notice to the Issuing and Paying Agent (or, in the case of Notes lodged with the CMU, the CMU Lodging and Paying Agent) within the time limits relating to the deposit of Notes with a Paying Agent set out in the Terms and Conditions of the Notes substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the serial numbers of the Notes in respect of which the option has been exercised and the option may be exercised in respect of the whole or any part of the Permanent Global Note, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting the Permanent Global Note to the Issuing and Paying Agent (or, in the case of Notes lodged with the CMU, the CMU Lodging and Paying Agent), for notation. Any option of the Noteholders provided for in the Terms and Conditions of any Notes while such Notes are represented by a Global Certificate may be exercised in respect of all or some of the Notes represented by the Global Certificate.

Trustee’sPowers

In considering the interests of Noteholders whileanyGlobalNoteisheldonbehalfof,or Registered Notes are registered in the name of, or in the name of any nominee for, a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to such Global Note or Registered Notes and may consider such interest if such accountholders were the holders of the Notes represented by such Global Note or the relevant Global Certificate, as the case may be.

Notices

So long as any Notes are represented by a Global Note or a Global Certificate and such Global Note or Global Certificate is held on behalf of (i) Euroclear and/or Clearstream or any other clearing system (except as provided in (ii) below), notices to the holders of Notes of that Series may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions or by delivery of the relevant notice to the holder of the Global Note or (ii) the CMU, notices to the holders of Notes of that Series may be given by delivery of the relevant notice to the persons shown in a CMU Instrument Position Report issued by the CMU on the second business day preceding the date of despatch of such notice as holding interests in the relevant Global Note or the relevant Global Certificate, as the case may be.

Partly Paid Notes

The provisions relating to Partly Paid Notes are not set out in this Offering Circular, but will be contained in the relevant Pricing Supplement and thereby in the Global Notes. While any instalments of the subscription moneys due from the holder of Partly Paid Notes are overdue, no interest in a Global Note representing such Notes may be exchanged for an interest in a Permanent Global Note or for Definitive Notes (as the case may be). If any Noteholder fails to pay any instalment due on any Partly Paid Notes within the time specified, the Issuer may forfeit such Notes and shall have no further obligation to their holders in respect of them.

— 197 — TAXATION

The following summary of certain British Virgin Islands, Hong Kong, PRC and EU tax consequences of the purchase, ownership and disposition of the Notes is based upon applicable laws, regulations, rulings and decisions in effect as at the date of this Offering Circular, all of which are subject to change (possibly with retroactive effect). This discussion does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Notes and does not purport to deal with consequences applicable to all categories of investors, some of which may be subject to special rules. Persons considering the purchase of the Notes should consult their own tax advisors concerning the tax consequences of the purchase, ownership and disposition of the Notes, including such possible consequences under the laws of their country of citizenship, residence or domicile.

British Virgin Islands

As the Issuer is incorporated pursuant to the BVI BC Act, (i) payment of principal, premium (if any) and interest in respect of the Notes to persons who are not resident in the British Virgin Islands will not be subject to taxation in the British Virgin Islands, (ii) no withholding tax will be required to be deducted by the Issuer on such payments to any holder of the Notes, and (iii) the Notes will not be liable to stamp duty in the British Virgin Islands.

Gains derived from the sale of the Notes by persons who are not otherwise liable to British Virgin Islands income tax will not be subject to the British Virgin Islands income tax. Companies incorporated or registered under the BVI BC Act are exempt from income and corporate tax. In addition, the British Virgin Islands currently does not levy capital gains tax on companies incorporated or registered under the BVI BC Act.

Hong Kong

Withholding Tax

No withholding tax is payable in Hong Kong in respect of payments of principal or interest on the Notes or in respect of any capital gains arising from the sale of the Notes.

Profits Tax

Hong Kong profits tax is chargeable on every person carrying on a trade, profession or business in Hong Kong in respect of profits arising in or derived from Hong Kong from such trade, profession or business (excluding profits arising from the sale of capital assets).

Interest on the Notes may be deemed to be profits arising in or derived from Hong Kong from a trade, profession or business carried on in Hong Kong in the following circumstances:

(i) interest on the Notes is derived from Hong Kong and is received by or accrues to a corporation carrying on a trade, profession or business in Hong Kong;

(ii) interest on the Notes is derived from Hong Kong and is received by or accrues to a person, other than a corporation (such as a partnership), carrying on a trade, profession or business in Hong Kong and is in respect of the funds of that trade, profession or business; or

(iii) interest on the Notes is received by or accrues to a financial institution (as defined in the Inland Revenue Ordinance (Cap. 112) of Hong Kong) and arises through or from the carrying on by the financial institution of its business in Hong Kong.

— 198 — Sums received by or accrued to a financial institution by way of gains or profits arising through or from the carrying on by the financial institution of its business in Hong Kong from the sale, disposal and redemption of Notes will be subject to Hong Kong profits tax.

Sums derived from the sale, disposal or redemption of Notes will be subject to Hong Kong profits tax where received by or accrued to a person, other than a financial institution, who carries on a trade, profession or business in Hong Kong and the sum has a Hong Kong source unless otherwise exempted. The source of such sums will generally be determined by having regard to the manner in which the Notes are acquired and disposed of.

If the Notes are short or medium term debt instruments (as defined in the Inland Revenue Ordinance), profits tax will be assessable at one-half of the standard profits tax rate.

Stamp Duty

Stamp duty will not be payable on the issue of Bearer Notes provided that either:

(i) such Notes are denominated in a currency other than the currency of Hong Kong and are not repayable in any circumstances in the currency of Hong Kong; or

(ii) such Notes constitute loan capital (as defined in the Stamp Duty Ordinance (Cap. 117) of Hong Kong).

If stamp duty is payable, it is payable by the Issuer on the issue of Bearer Notes at a rate of 3 per cent. of the market value of the Notes at the time of issue. No stamp duty will be payable on any subsequent transfer of Bearer Notes.

No stamp duty is payable on the issue of Registered Notes. Stamp duty may be payable on any transfer of Registered Notes if the relevant transfer is required to be registered in Hong Kong. Stamp duty will, however, not be payable on any transfer of Registered Notes provided that either:

(i) such Notes are denominated in a currency other than the currency of Hong Kong and are not repayable in any circumstances in the currency of Hong Kong; or

(ii) such Notes constitute loan capital (as defined in the Stamp Duty Ordinance (Cap. 117) of Hong Kong).

If stamp duty is payable in respect of the transfer of Registered Notes, it will be payable at the rate of 0.2 per cent. (of which 0.1 per cent. is payable by the seller and 0.1 per cent. is payable by the purchaser), normally by reference to the consideration or its value, whichever is higher. In addition, stamp duty is payable at the fixed rate of HK$5 on each instrument of transfer executed in relation to any transfer of the Registered Notes if the relevant transfer is required to be registered in Hong Kong.

PRC

The following summary describes certain PRC tax consequences of ownership and disposition of the Notes by beneficial owners who, or which, are not residents of mainland China for PRC tax purposes. These beneficial owners are referred to as non-PRC Noteholders in this ‘‘Taxation — PRC’’ section. In considering whether to invest in the Notes, investors should consult their own tax advisors with regard to the application of PRC tax laws to their particular situations as well as any tax consequences arising under the laws of any other tax jurisdiction.

— 199 — Pursuant to the CIT Law and its implementation regulations including the Notice of the State Administration of Taxation on Issues about the Determination of Chinese-Controlled Enterprises Registered Abroad as Resident Enterprises on the Basis of Their Body of Actual Management (關於境外註冊中資控股企業依據實際管理機構標準認定為居民企業有關問題的通知) promulgated on 22 April 2009, enterprises that are established under laws of foreign countries and regions (including Hong Kong, Macau and Taiwan) but whose ‘‘de facto management organisations’’ is within the territory of China are treated as PRC tax resident enterprises for the purpose of the CIT Law and must pay PRC enterprise income tax at the rate of 25% in respect of their worldwide taxable income. Although the rules are not entirely clear, dividends from a PRC tax resident enterprise should be excluded from the taxable income of a recipient that is also a PRC tax resident enterprise. If relevant PRC tax authorities decide, in accordance with applicable tax rules and regulations, that the ‘‘de facto management organisation’’ of the Issuer is within the territory of the PRC, the Issuer may be treated as a PRC tax resident enterprise for purposes of the CIT Law, and the Issuer may be subject to PRC enterprise income tax at the rate of 25% on its worldwide taxable income. As at the date of this Offering Circular, the Issuer has not been notified or informed by the PRC tax authorities that it is considered as a PRC tax resident enterprise for purposes of the CIT Law.

However, there is no assurance that the Issuer will not be treated as a PRC tax resident enterprise under the CIT Law and related implementation regulations in the future. Pursuant to the CIT Law and its implementation regulations, any non-resident enterprise without an establishment within the PRC or whose income has no connection to its establishment inside the PRC must pay enterprise income tax on income sourced within the PRC, and such income tax must be withheld at source by the PRC payer. Accordingly, if the Issuer is treated as a PRC tax resident enterprise by the PRC tax authorities, interest or gains earned by non-resident investors may be treated as income derived from sources within the PRC and the Issuer may be required to withhold income tax from the payments of interest in respect of the Notes to any non-PRC Noteholder, and gain from the disposition of the Notes may be subject to PRC tax, if the income or gain is treated as PRC-source. The tax rate is generally 10% for non-resident enterprise Noteholders and 20% in the case of non-resident individuals, in each case, subject to the provisions of an applicable tax treaty. The Issuer has agreed to pay Additional Tax Amounts to Noteholders, subject to certain exceptions, so that they would receive the full amount of the scheduled payment, as further set out in Condition 6(c) the Terms and Conditions of the Notes.

As the Guarantor is a PRC resident enterprise, payments in respect of interest under the Guarantee will be subject to withholding at a rate of 10% in the case of payments to non-PRC enterprises, 20% in the case of non-PRC individual. This rate may be reduced to 7% for qualified Hong Kong tax residents.

On 23 March 2016, MOF and SAT issued the Circular 36, which confirms that business tax has been completely replaced by VAT from 1 May 2016. Since then, the income derived from the provision of financial services which attracted business tax has been completely replaced by, and subject to, VAT. According to Circular 36, entities and individuals providing services within China are subject to VAT. The services are treated as being provided within China where either the service provider or the service recipient is located in the PRC. The services subject to VAT include the provision of financial services such as the provision of loans. It is further clarified under Circular 36 that the ‘‘loans’’ refers to the activity of lending capital for another’s use and receiving the interest income thereon. The issuance of the Notes may be regarded as financial services by Noteholders and interest payments on the Notes may be subject to withholding of VAT if the Issuer is a PRC resident enterprise for PRC tax purposes in which case interest paid by the Issuer to a non-PRC Noteholder may be subject to withholding of VAT at a rate of 6% plus related surcharges. As the Guarantor is a PRC resident enterprise, payments in respect of interest under the Guarantee may alsobesubjecttowithholdingofVAT.On21December 2016, the Ministry of Finance and the State Administration of Taxation issued the Notice on Clarification of VAT Policies for Finance, Real Estate Development, Education Support Services etc. (關於明確金融、房地產開發、教育輔助服務等增值稅政策的通知)(the‘‘Circular 140’’), which was

— 200 — effective retroactively as of 1 May 2016. The Circular 140 further clarifies that VAT is applicable to investment returns on contracts which undertake for fully recoverable principal, but is not applicable to the non-principal-protected gains (非保本收益) from investments in financial products. As there is no definition of non-principal-protected gains (非保本收益)underCircular36orCircular140,thereis uncertainty as to whether the Notes shall be deemed to be financial products that provide for non- principal-protected-gain investment.

As the circulars pertaining VAT are relatively new, the interpretation and enforcement of such laws and regulations involve uncertainties. Therefore, the applicability of VAT if either the seller or buyer of the Notes is located inside the PRC is uncertain. In particular, where a Noteholder who is an individual resells the Notes, VAT may be exempted according to Circular 36 if the resale of Notes is treated as resale of financial products. Where a Noteholder who is an entity located outside of the PRC resells the Notes to an entity or individual located outside of the PRC and derives any gain, since neither the service provider nor the service recipient is located in the PRC, Circular 36 does not apply and the Issuer does not have the obligation to withhold the VAT or the local levies. However, where a Noteholder who is an entity resells the Notes, there is uncertainty as to the applicability of VAT if either the seller or buyer of Notes is located inside the PRC.

Circular 36 has been issued quite recently and the above statement may be subject to further change upon the issuance of further clarification rules and/or different interpretationbythecompetent tax authority. There is uncertainty as to the application of Circular 36.

— 201 — PRC CURRENCY CONTROLS

Renminbi is not a freely convertible currency. The remittance of Renminbi into and outside the PRC is subject to control imposed under PRC law.

Current Account Items

Under the applicable PRC foreign exchange control regulations, current account item payments include payments for imports and exports of goods and services, payments of income and current transfers into and outside the PRC.

Prior to July 2009, all current account items were required to be settled in foreign currencies, except in limited circumstances such as small-scale cross-border trade settled in Renminbi. Since July 2009, the PRC has commenced a pilot scheme pursuant to which Renminbi may be used for settlement of imports and exports of goods between approved pilot enterprises in five designated cities in the PRC including Shanghai, Guangzhou, Dongguan, Shenzhen and Zhuhai and enterprises in designated offshore jurisdictions including Hong Kong and Macau. In June 2010, August 2011 and February 2012 respectively, the PRC government promulgated the Circular on Issues concerning the Expansion of the Scope of the Pilot Programme of Renminbi Settlement of Cross-Border Trades (關於擴大跨境貿易人民幣結算試點有關問題的通知), the Circular on Expanding the Regions of Cross-border Trade Renminbi Settlement (關於擴大跨境貿易人民幣結算地區的通知) and the Notice on Matters Relevant to the Administration of Enterprises Engaged in Renminbi Settlement of Export Trade in Goods (關於出口貨物貿易人民幣結算企業管理有關問題的通知) with regard to the expansion of designated cities and offshore jurisdictions implementing the pilot Renminbi settlement scheme for cross-border trades. Pursuant to these Circulars, (i) Renminbi settlement of imports and exports of goods and of services and other current account items became permissible, (ii) the list of designated pilot districts were expanded to cover all provinces and cities in the PRC, (iii) the restriction on designated offshore districts has been lifted and (iv) any enterprise qualified for the export and import business is permitted to use Renminbi as settlement currency for exports of goods, provided that the relevant provincial government has submitted to PBOC and five other PRC authorities (the ‘‘Six Authorities ’’) a list of key enterprises subject to supervision and the Six Authorities have verified and signed off such list (the ‘‘Supervision List’’).

Accordingly, offshore enterprises are entitled to use Renminbi to settle imports of goods and services and other current account items between themselves and qualified PRC enterprises. Renminbi remittance for exports of goods from the PRC may only be effected by (a) enterprises with the foreign trading right and incorporated in a province which has already submitted the Supervision List (for the avoidance of doubt, that PRC enterprise does not necessarily need to be included in the Supervision List) or (b) enterprises that have been approved as a pilot enterprise for using Renminbi for exports if the relevant province has not submitted the Supervision List.

As new regulations, the circulars will be subject to interpretation and application by the relevant PRC authorities. Local authorities may adopt different practices in applying these circulars and impose conditions for settlement of current account items.

Capital Account Items

— 202 — On 7 April 2011, the SAFE issued the Circular on Issues Concerning the Capital Account Items in connection with Cross-Border Renminbi (國家外匯管理局綜合司關於規範跨境人民幣資本項目業務操作有關問題的通知), which clarifies that the borrowing by an onshore entity (including a financial institution) of Renminbi loans from an offshore creditor shall in principle follow the current regulations on borrowing foreign debts and the provision by an onshore entity (including a financial institution) of external guarantees in Renminbi shall in principle follow the current regulations on the provision of external guarantees in foreign currencies.

On 12 October 2011, MOFCOM promulgated the MOFCOM RMB FDI Circular, and pursuant to which, prior written consent from the appropriate office of MOFCOM and/or its local counterparts (depending on the size and the relevant industry of the investment) is required for RMB FDI. The MOFCOM RMB FDI Circular also requires that the proceeds of RMB FDI may not be used towards investment in securities, financial derivatives or entrustment loans in the PRC, except for investments in the PRC domestic listed companies through private placements or share transfers by agreement.

On 13 October 2011, the PBOC issued the PBOC RMB FDI Measures which set out operating procedures for PRC banks to handle RMB settlement relating to RMB FDI and borrowing by foreign invested enterprises of offshore RMB loans. Prior to the PBOC RMB FDI Measures, cross-border RMB settlement for RMB FDI has required approvals on a case-by-case basis from the PBOC. The new rules replace the PBOC approval requirement with less onerous post-event registration and filing requirements. Foreign invested enterprises, whether established or acquired by foreign investors, shall complete the corporate information registration after the completion of relevant RMB FDI transactions, and shall make post-event registration or filing with the PBOC of increases or decreases in registered capital, equity transfers or swaps, merger or acquisition or other changes to registered information.

On 10 May 2013, SAFE promulgated the Provisions on Foreign Exchange Administration over Direct Investment Made by Foreign Investors in China (外國投資者境內直接投資外匯管理規定)(the ‘‘Circular 21’’), which became effective on 13 May 2013. According to the SAFE Provisions, a foreign- invested enterprise that needs to remit funds abroad due to capital reduction, liquidation, advance recovery of investment, profit distribution, etc. may purchase foreign exchange and make external payment with the relevant bank after going through corresponding registration.

On 3 December 2013, MOFCOM promulgated the Announcement Issues in relation to Crossborder Renminbi Foreign Direct Investment (關於跨境人民幣直接投資有關問題的公告)(the ‘‘Announcement’’), which became effective and implemented from 1 January 2014. According to the

— 203 — Announcement, foreign-invested enterprises shall not use the capital invested through Renminbi FDI to directly or indirectly invest in securities, financial derivatives (except for strategic invest in listed companies) or entrustment loans in the PRC. The MOFCOM RMB FDI Circular ceased to be effective from the date of the implementation of the Announcement.

On 30 March 2015, the SAFE promulgated the Circular of the SAFE on Relevant Issues Concerning the Reform of the Administrative Method of the Conversion of Foreign Exchange Funds by Foreign-invested Enterprises (國家外匯管理局關於改革外商投資企業外匯資本金結匯管理方式的通知) (‘‘Circular 19’’), which will relax the capital account settlement for all foreign invested enterprises across the nation from 1 June 2015. According to Circular 19, Circular 142 and Circular 36 will cease to be effective on the same date of the implementation of Circular 19. On 9 June 2016, the SAFE further promulgated the Circular of the SAFE on Relevant Issues Concerning the Reform and Regulation of the Administrative Policies of the Conversion under Capital Items (國家外匯管理局關於改革和規範資本專案結匯管理政策的通知)(‘‘Circular 16’’). According to Circular 16, in case of any discrepancy between Circular 19 and Circular 16, Circular 16 shall prevail. Circular 16 allows all foreign invested enterprises across the PRC to convert 100 per cent. (subject to future adjustment at discretion of SAFE) of the foreign currency capital (which has been processed through the SAFE’s equity interest confirmation procedure for capital contribution in cash or registered by a bank on the SAFE’s system for account- crediting for such capital contribution) into Renminbi at their own discretion without providing various supporting documents. However, to use the converted Renminbi, a foreign invested enterprise still needs to provide supporting documents and goes through the review process with the banks for each withdrawal. A negative list with respect to the usage of the capital and the Renminbi proceeds through the aforementioned settlement procedure is set forth under the Circular 16.

In addition, pursuant to the Notice of State Administration of Foreign Exchange on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control (國家外匯管理局關於進一步推進外匯管理改革完善真實合規性審核的通知) promulgated on 26 January 2017, when conducting outward remittance of a sum equivalent to more than U.S.$50,000 for a domestic institution, the bank shall, under the principle of genuine transaction, check the profit distribution resolution made by the board of directors (or profit distribution resolution made by partners), original of tax filing form and audited financial statements, and stamp with the outward remittance sum and date on the original of tax filing form. In addition, the domestic institution shall make up its losses of previous years with accordance to laws.

As new regulations, they will be subject to interpretation and application by the relevant PRC authorities. There is no assurance that approval of such remittances, borrowing or provision of external guarantee in Renminbi will continue to be granted or will not be revoked in the future. Further, since the remittance of Renminbi by way of investment or loans are now categorised as capital account items, such remittances will need to be made subject to the specific requirements or restrictions set out in the relevant SAFE rules.

— 204 — SUBSCRIPTION AND SALE

The Dealers have, in a dealer agreement dated 9 October 2014 as amended and/or supplemented from time to time (the ‘‘Dealer Agreement’’), agreed with the Issuer and the Company a basis on which they or any of them may from time to time agree to subscribe Notes. Any such agreement will extend to those matters stated under ‘‘Terms and Conditions of the Notes’’. Under the terms of the Dealer Agreement, the Issuer will pay (and the Company shall ensure that the Issuer has sufficient funds to do so) each relevant Dealer a commission as agreed between the Issuer and the Relevant Dealer in respect of Notes subscribed by it. The Issuer and the Company have agreed to reimburse the Joint Arrangers for certain of its expenses incurred in connection with the establishment of the Programme and any future update of the Programme and the Dealers for certain of their activities in connection with the Programme.

The Issuer and the Company have agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe Notes in certain circumstances prior to payment for such Notes being made to the Issuer.

In connection with an issue of the Notes under the Programme, the Issuer may, pursuant to the subscription agreement relating to such issue, agree to pay, through the Dealers, a commission to certain private banks based on the principal amount of the Notes purchased by the clients of such private banks. If such commission is payable, it shall be specified in the Pricing Supplement relating to such issue of the Notes.

The Dealers and certain of their affiliates may have performed certain investment banking and advisory services for the Issuer, the Company and/or their respective affiliates from time to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services for the Issuer, the Company and/or their respective affiliates in the ordinary course of their business.

If a jurisdiction requires that the offering be made by a licensed broker or dealer and an Arranger or Dealer or any of its affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by it or such affiliate on behalf of the Issuer in such jurisdiction.

In connection with each Tranche of Notes issued under the Programme, the Dealers or certain of their affiliates, or affiliates of the Issuer or the Guarantor, may purchase Notes and be allocated Notes for asset management and/or proprietary purposes but not with a view to distribution. Further, the Dealers or their respective affiliates, or affiliates of the Issuer or the Guarantor may purchase Notes for its or their own account and enter into transactions, including credit derivatives, such as asset swaps, repackaging and credit default swaps relating to such Notes and/or other securities of the Issuer, the Guarantor or their respective subsidiaries or affiliates at the same time as the offer and sale of each Tranche of Notes or in secondary market transactions. Such transactions would be carried out as bilateral trades with selected counterparties and separately from any existing sale or resale of the Tranche of Notes to which a particular Pricing Supplement relates (notwithstanding that such selected counterparties may also be purchasers of such Tranche of Notes).

Selling Restrictions

United States of America

In respect of Notes offered or sold in reliance on Category 1 as specified in the applicable Pricing Supplement, the Notes and the Guarantee have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States except in accordance with Regulation S or

— 205 — pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold or, in the case of Bearer Notes, delivered, and will not offer or sell or, in the case of Bearer Notes, deliver any Notes constituting part of its allotment within the United States except in accordance with Rule 903 of Regulation S. The Notes are being offered and sold outside the United States in reliance on Regulation S.

In respect of Notes offered or sold in reliance on Category 2 as specified in the applicable Pricing Supplement, the Notes and the Guarantee have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold or, in the case of Bearer Notes, delivered any Notes, and will not offer or sell or, in the case of Bearer Notes, deliver any Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified as provided below, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer who has subscribed for Notes of a Tranche (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant lead manager) shall determine and certify to the Issuing and Paying Agent the completion of the distribution of the Notes of such Tranche. Each Dealer has also agreed, and each further Dealer appointed under the Programme will be required to agree, that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice setting out the restrictions on offers and sales of the Notes within the United States or, to, or for the account or benefit of U.S. persons.

Terms used in the above provision have the meanings given to them by Regulation S.

In addition, until 40 days after the commencement of the offering of any identifiable tranche of such Notes, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code’’) and regulations thereunder.

Notes issued pursuant to TEFRA D and any Receipts, Coupons or Talons appertaining thereto will bear the following legend:

‘‘ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.’’

Furthermore, with respect to such Bearer Notes issued pursuant to TEFRA D, each Dealer represents and agrees:

1. except to the extent permitted under TEFRA D:

— 206 — (i) it has not offered or sold, and during the 40 day restricted period shall not offer or sell, Notes in bearer form to a person who is within the United States or its possessions or to a United States person and

(ii) it has not delivered and shall not deliver within the United States or its possessions Definitive Notes in bearer form that are sold during the restricted period;

2. it has, and throughout the restricted period shall have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes in bearer form are aware that such Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by TEFRA D;

3. if it is a United States person, it is acquiring the Notes in bearer form for purposes of resale in connection with their original issuance and if it retains Notes in bearer form for its own account, it shall only do so in accordance with the requirements of U.S. Treas. Reg. §1.163- 5(c)(2)(i)(D)(6) or any successor regulation in substantially the same form for purposes of Section 4701 of the Code;

4. with respect to each affiliate that acquires from it Notes in bearer form for the purpose of offering or selling such Notes during the restricted period, it either (a) repeats and confirms the representations contained in paragraphs 1, 2 and 3 above on behalf of such affiliate or (b) agrees that it shall obtain from such affiliate for the benefit of the Issuer the representations contained in paragraphs 1, 2 and 3 above; and

5. it has not entered into and agrees that it will not enter into any contractual arrangement with any distributor (as such term is defined in the Regulation S) with respect to the distribution or delivery of the Notes except with its affiliates or with the prior written consent of the Issuer.

Terms used in this paragraph have the meanings given to them in the Code and regulations thereunder, including TEFRA D.

In respect of Bearer Notes where TEFRA C is specified in the applicable Pricing Supplement, under TEFRA C, such Bearer Notes must be issued and delivered outside the United States and its possessions in connection with their original issuance. Each Dealer represents and agrees that it has not offered, sold, advertised or delivered, and will not offer, sell, advertise or deliver, directly or indirectly, such Bearer Notes within the United States or its possessions in connection with their original issuance. Further, each Dealer represents and agrees in connection with the original issuance of such Bearer Notes that it has not communicated, and will not communicate, directly or indirectly, with a prospective purchaser if either such purchaser or it is within the United States or its possessions and will not otherwise involve its U.S. office in the offer or sale of such Bearer Notes. Terms used in this paragraph have the meanings given to them in the Code and regulations thereunder, including TEFRA C.

This Offering Circular has been prepared by the Issuer for use in connection with the offer and sale of the Notes outside the United States. The Issuer and the Dealers reserve the right to reject any offer to purchase the Notes, in whole or in part, for any reason. This Offering Circular does not constitute an offer to any person in the United States. Distribution of this Offering Circular by any non- U.S. person outside the United States to any U.S. person or to any other person within the United States, is unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents toanysuchU.S.personorotherpersonwithin the United States, is prohibited.

— 207 — Public offer selling restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a ‘‘Relevant Member State’’), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Offering Circular as completed by the Pricing Supplement in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State:

(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

United Kingdom

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

— 208 — (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the ‘‘Financial Instruments and Exchange Act’’). Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not, directly or indirectly, offered or sold, and will not, directly or indirectly, offer or sell, any Notes, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan.

Hong Kong

In relation to each Tranche of Notes to be issued by the Issuer under the Programme, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes except for Notes which are a ‘‘structured product’’ asdefinedinthe Securities and Futures Ordinance (Cap.571) of Hong Kong (the ‘‘SFO’’) other than (i) to ‘‘professional investors’’ as defined in the SFO and any rules made under the SFO; or (ii) in other circumstances which do not result in the document being a ‘‘prospectus’’ as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the ‘‘Companies Ordinance’’) or which do not constitute an offer to the public within the meaning of the Companies Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to any Notes, which is directed at, or the contentsofwhicharelikelytobeaccessedorreadby,thepublicofHongKong(exceptif permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to ‘‘professional investors’’ as defined in the SFO and any rules made under the SFO.

PRC

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that the Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the PRC, except as permitted by the securities laws of the PRC and approved by the competent authorities of the PRC.

Singapore

Each Dealer has acknowledged that this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the ‘‘MAS’’). Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold any Notes or caused such Notes to be made the subject of an invitation for

— 209 — subscription or purchase and will not offer or sell such Notes or cause such Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the ‘‘SFA’’), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA, except:

(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(d) as specified in Section 276(7) of the SFA; or

(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

British Virgin Islands

No invitation will be made directly or indirectly to any person resident in the British Virgin Islands to subscribe for any Notes but the Notes may be acquired by British Virgin Islands persons who receive the offer of the Notes outside of the British Virgin Islands and in a manner which does not contravene the laws of the jurisdiction in which such offer is received.

General

Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes the Offering Circular and any applicable Pricing Supplement and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes

— 210 — under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuer, the Trustee and any other Dealer shall have any responsibility therefor.

None of the Issuer, the Trustee or any of the Dealers represent that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. With regard to each Tranche, the relevant Dealer(s) will be required to comply with any additional restrictions agreed between the Issuer and the relevant Dealer(s) and set out in the applicable Pricing Supplement.

— 211 — GENERAL INFORMATION

1. Listing of Notes: Application has been made to the Hong Kong Stock Exchange for the listing of the Programme by way of debt issues to Professional Investors only during the 12-month period from the date of this Offering Circular. The issue price of Notes listed on the Hong Kong Stock Exchange will be expressed as a percentage of their nominal amount. It is expected that dealings will, if permission is granted to deal in and for the listing of such Notes, commence on or about the next business day following the date of issue of the relevant Notes. Admission to the Hong Kong Stock Exchange and quotation of any Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Programme, the Notes, the Guarantee, the Issuer, the Company or the Group. The Hong Kong Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions or reports contained herein.

2. Authorisations: The Issuer has obtained all necessary consents, approvals and authorisations in connection with the establishment and the update of the Programme. The establishment and the update of the Programme were authorised by resolutions of the board of directors of the Issuer dated 29 August 2014. The Company has obtained all necessary consents, approvals and authorisations in connection with the provision of the Guarantee. The entry into the transaction documents in connection with the Programme (including the giving of the Guarantee for the Notes issued under the Programme) was authorised by resolutions of the board of directors of the Company on 29 August 2014. PRC counsels to the Joint Arrangers and Dealers have advised that no approvals or consents are required from any regulatory authorities or other relevant authorities in the PRC for the Company to provide the Guarantee except for the submission of the Deed of Guarantee for registration with the Shanghai Branch of the SAFE within 15 working days after the execution of the Deed of Guarantee. In addition, pursuant to the NDRC Circular, the Company is required to register the issuance of each Tranche of Notes with a maturity of more than one year with the NDRC and obtain a certificate from NDRC evidencing such registration. The Company is also required to provide information on the issuance of each Tranche of Notes with a maturity of more than one year to the NDRC as soon as practicable and in any event within 10 PRC business days after the relevant Issue Date.

3. No Material Adverse Change: Other than as disclosed in this Offering Circular, there has been no material adverse change in the financial or trading position or prospects of the Company and the Group since 31 December 2016 and of the Issuer since its date of incorporation.

4. Litigation: None of the Issuer, the Company or any of their respective subsidiaries is involved in any litigation or arbitration proceedings that the Issuer or the Company, as the case may be, believes are material in the context of the Programme or the Notes nor is either of the Issuer or the Company aware that any such proceedings are pending or threatened.

5. Clearing of the Notes: The Notes may be accepted for clearance through Euroclear, Clearstream and the CMU. The appropriate ISIN and common code or CMU Instrument Number in relation to the Notes of each Tranche will be specified in the relevant Pricing Supplement. If the Notes are to be cleared through any additional or alternative Clearing System, the appropriate information will be specified in the applicable Pricing Supplement.

6. Available Documents: For so long as any Notes may be issued pursuant to this Offering Circular, the following documents will be available, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted), for inspection at No. 700 Dapu Road Shanghai, PRC and the specified office of the Trustee (which at the date of this Offering Circular is Level 30, HSBC Main Building, 1 Queen’s Road Central, Hong Kong):

(i) the Trust Deed (which includes the forms of the Global Notes, the Global Certificates, the Notes in definitive form, the Coupons, the Receipts and the Talons);

— 212 — (ii) the Agency Agreement;

(iii) all Deeds of Guarantee which will be executed prior to the issuance of each series of the Notes;

(iv) (available only at the Company’s principal place of business) the Memorandum and Articles of Association of each of the Issuer and the Company;

(v) the most recent annual audited consolidated financial statements of the Company and the most recently published unaudited consolidated interim financial statements of the Company;

(vi) each Pricing Supplement (save that a Pricing Supplement relating to an unlisted Series of Notes will only be available for inspection by a holder of any such Notes and such holder must produce evidence satisfactory to the Issuer, the Company or the Trustee as to its holding of Notes and identity); and

(vii) a copy of this Offering Circular together with any supplement to this Offering Circular and any other documents incorporated herein or therein referenced.

7. Audited Financial Statements: The consolidated financial statements of the Company at and for the year ended 31 December 2016 which have been audited by Ruihua Certified Public Accountants, as stated in the report appearing herein, are included elsewhere in this Offering Circular. The consolidated financial statements as at and for the years ended 31 December 2015, whichwereincludedintheCompany’s consolidated financial statements for the year ended 31 December 2016, have been audited by Ruihua Certified Public Accountants. The consolidated financial statements of the Company are prepared under the PRC GAAP. These consolidated financial statements are not intended to present the financial position, results of operations and cash flows of the Group in accordance with accounting principles and practices generally accepted in other countries and jurisdictions.

— 213 — INDEX TO FINANCIAL STATEMENTS

Page

The Company’s Consolidated Financial Statements

Financial Statements and Auditor’s Report for the year ended 31 December 2016 ...... F-2

Note: Cross-references to page numbers included in the independent auditor’s report are to such original page numbers in the relevant audited consolidated financial statements. The consolidated financial statements have not been specifically prepared for inclusion in this Offering Circular.

— F-1 — — F-2 — — F-3 — — F-4 — — F-5 — — F-6 — — F-7 — — F-8 — — F-9 — — F-10 — — F-11 — — F-12 — — F-13 — — F-14 — — F-15 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

I. COMPANY BACKGROUND AND PRINCIPAL ACTIVITIES

Greenland Holding Group Company Limited (hereinafter referred to as “the Company”) was formerly named as Shanghai Greenland (Group) Co., Ltd. It was set up in July 17th, 1992, and funded by Shanghai Nongkou Office of residential construction, Shanghai municipal comprehensive development center of residential areas, Shanghai Agricultural Investment Corporation and Shanghai LianNong Corporation. The initial registered Capital of Greenland was CNY 20,000,000.00.

On March 27th, 1997, according to the No. 164 document "Approving Shanghai Greenland developing Corporation renamed as Shanghai Greenland (Group) Co., Ltd" that was issued by Shanghai Agriculture Commission and Shanghai Construction Commission, the Company changed to Limited Liability Company. The revalued fair value of the formal eight subsidiaries of Greenland such as, Shanghai Greenland Development Corporation, Shanghai Greenland Property Management Corporation and Shanghai Greenland architectural design company etc. was CNY 166,086,300.00 which converted to the new registered Capital of CNY 160,000,000.00. In terms of the composition of the registered capital, Shanghai Star (Group) Company contributed CNY 64,897,850.00; Shanghai Agricultural Investment Corporation contributed CNY 12,000,000.00; Shanghai LianNong Corporation contributed CNY 6,000,000.00; Shanghai Nongkou Office of residential construction contributed CNY 46,897,850.00; the ESOP Association of Shanghai Greenland (Group) Co. contributed CNY 30,204,300.00. All the revalued amount mentioned above was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (1997) No.18 of Shanghai WanLongZhongTian.

On September 18th, 1998, according to the resolution of the second director meeting of the first session, the Company increased registered capital of CNY 9,478,004.00, and the new registered capital was CNY 169,478,004.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (1998) No.105 of Shanghai WanLongZhongTian.

On February 18th, 1999, according to the resolution of the forth director meeting of the first session, the Company increased registered capital of CNY 7,936,477.00, and the new registered capital was 177,414,481.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (1999) No.532 of Shanghai WanLongZhongTian.

On February 18th, 1999, Shanghai Agricultural Investment Corporation sold all the shares of the Company to Shanghai Greenland (Group) Co., Ltd. ESOP Association. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (1999) No.565 of Shanghai WanLongZhongTian.

On February 18th, 2000, according to the resolution of the sixth director meeting of the first session, the Company increased registered capital of CNY 11,923,757.00, and the new registered capital was CNY 189,338,238.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (2000) No.647 of Shanghai WanLongZhongTian.

On December 24th, 2000, according to the resolution of temporary director meeting, the Company increased registered capital of CNY 46,099,401.00, and the new registered capital was CNY 235,437,639.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (2001) No.449 of Shanghai WanLongZhongTian.

— F-16 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

On February 5th, 2002, according to the resolution of the tenth director meeting of the first session, the Company increased registered capital of CNY 23,543,764.00, and the new registered capital was CNY 258,981,403.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (2002) No.1138 of Shanghai WanLongZhongTian.

On April 25th, 2003, according to the resolution of the twelfth director meeting of the first session, the Company increased registered capital of CNY 111,362,003.00, and the new registered capital was CNY 370,343,406.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (2003) No.827 of Shanghai WanLongZhongTian.

On May 13th, 2004, according to the resolution of the fifteenth director meeting of the first session, 10% of the capital funded in undistributed profits was transferred to equity. the Company increased registered capital of CNY 37,034,341.00, and the new registered capital was CNY 407,377,747.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (2004) No.1115 of Shanghai WanLongZhongTian.

On January 17th, 2005, according to the resolution of the seventeenth director meeting of the first session, 15% of the capital funded in undistributed profits was transferred to equity. the Company increased registered capital of CNY 61,106,662.00, and the new registered capital was CNY 468,484,409.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (2005) No. 1550 of Shanghai WanLongZhongTian.

On January 17th, 2006, according to the resolution of the nineteenth director meeting of the first session, 25% of the capital funded in undistributed profits was transferred to equity. the Company increased registered capital of CNY 117,121,102.00, and the new registered capital was CNY 585,605,511.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (2006) No. 2337 of Shanghai WanLongZhongTian.

On January 12th, 2007, according to the resolution of the twenty- first director meeting of the first session, 20% of the capital funded in undistributed profits was transferred to equity. the Company increased registered capital of CNY 117,121,102.00, and the new registered capital was CNY 702,726,613.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (2007) No. 1369 of Shanghai WanLongZhongTian.

On January 18th, 2008, according to the resolution of the third director meeting of the second session, 30% of the capital funded in undistributed profits was transferred to equity. the Company increased registered capital of CNY 210,817,985.00, and the new registered capital was CNY 913,544,598.00. This above event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "Capital verification report" (2008) No. 348 of Shanghai WanLongZhongTian.

On November 30th, 2009, according to the resolution of the shareholder meeting, Shanghai Zhongxing (Group) Co., Ltd, Shanghai Tianchen Co., Ltd, Shanghai Nongkou Office of residential construction and the ESOP Association of Shanghai Greenland (Group) Co., Ltd approved to transfer money from undistributed profits to registered capital and invested in Greenland. This event made registered capital increased CNY 643,776,407.00, and the new registered capital was CNY 1,557,321,005.00. This event was confirmed by Shanghai WanLongZhongTian Accounting Firm, and it also issued "capital verification report" (2009) No.1551 of Shanghai WanLongZhongTian.

— F-17 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

According to the resolution of shareholder meeting on January 16th, 2010, the Company increased registered capital of CNY 467,196,302.00, which was transferred from undistributed profits on July 6th, 2010, and the new registered capital was CNY 2,024,517,307.00. In terms of the composition of the registered capital, Shanghai Zhongxing (Group) Co., Ltd. invested CNY 606,209,412.00, accounted for 29.94% of total registered capital; Shanghai Tianchen Co., Ltd. invested CNY 59,780,917.00, accounted for 2.95% of total registered capital; Shanghai Nongkou Office of residential construction invested CNY 426,866,668.00, accounted for 21.09% of total registered capital; the ESOP Association of Shanghai Greenland (Group) Co., Ltd. invested CNY 931,660,310.00, accounted for 46.02% of total registered capital. This event was confirmed by Shanghai Branch of Crowe Horwath Certified Public Accountants Company Limited, and it also issued "Capital verification report" (2010) No.42 of Shanghai GHHYZ (2010).

On March 29th, 2010, according to "Report on the equity transfer of Shanghai Greenland (Group) Co., Ltd."(Shanghai SASAC assets [2009] No.452) of Shanghai State-owned Assets Supervision and Administration Commission, Shanghai Agricultural Commission and Shanghai Urban Construction and Transportation Commission "Request for instruction on the shares transfer of Greenland Group"(Shanghai agricultural Commission [2009] No.172), the former shareholder which was Shanghai Zhongxing (group) Co., Ltd. transferred 20.10% shares of the Company to Shanghai Land (group) Co., Ltd.

On September 16th, 2010, according to the instruction of Shanghai State-owned Assets Supervision and Administration Commission (2010) No.157, 21.09% shares held by Shanghai Nongkou Office of residential construction were transferred to Shanghai Urban Construction Investment and Development Corporation. After the shares transfer, shareholders of the company and their share holdings are as follows: the ESOP of Shanghai Greenland (Group) Co., Ltd. invested CNY 931,660,310.00, accounted for 46.02% of total registered capital; Shanghai Urban Construction Investment and Development Corporation invested CNY 426,866,668.00, accounted for 21.09% of total registered capital; Shanghai Real Estate (Group) Co., Ltd. invested CNY 406,927,978.71, accounted for 20.10% of total registered capital; Shanghai Zhongxing (group) Co., Ltd invested CNY 199,281,433.29,accounting for 9.84% of total registered capital; Shanghai Tianchen Co., Ltd invested CNY 59,780,917.00, accounted for 2.95% of total registered capital.

On January 14th, 2011, according to the resolution of shareholder meeting, the Company increased registered capital of CNY 1,012,258,654.00, which was transferred from undistributed profits and the new registered capital was CNY 3,036,775,961.00. In terms of the composition of the registered capital, Shanghai Zhongxing (group) Co., Ltd. invested CNY 298,904,580.00, accounted for 9.84% of total registered capital, Shanghai Tianchen Co., Ltd. invested CNY 89,671,376.00, accounted for 2.95% of total registered capital, Shanghai Urban Construction Investment and Development Corporation invested CNY 640,300,002.00, accounted for 21.09% of total registered capital, the ESOP of Shanghai Greenland (Group) Co., Ltd. invested CNY 1,397,490,465.00, accounted for 46.02% of total registered capital, Shanghai Real Estate (Group) Co., Ltd. invested CNY 610,409,538.00, accounted for 20.10% of total registered capital. This event was confirmed by Shanghai Branch of Crowe Horwath Certified Public Accountants Company Limited on May the 23th, 2011, and it issued "Capital Verification Report" GHHYZ (2011) No.25.

According to the resolution of shareholder meeting on October the 15th, 2012 and on January 20th, 2012, the Company increased registered capital of CNY 2,101,252,622.00, which was transferred from undistributed profits and dividend payable, and the new registered capital was CNY 5,138,028,583.00. In terms of the composition of the registered capital, Shanghai Zhongxing (Group) Co., Ltd. invested CNY 496,605,573.00, accounted for 9.65% of total registered capital, Shanghai Tianchen Co., Ltd .invested CNY 148,681,682.00,

— F-18 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016 accounted for 2.89% of total registered capital, Shanghai Urban Construction Investment and Development Corporation funded CNY 1,335,861,618.00, accounting for 26.00% of total registered capital; the ESOP of Shanghai Greenland (Group) Co., Ltd. invested CNY 1,871,578,674.00, accounted for 36.43% of total registered capital, Shanghai Real Estate (Group) Co., Ltd. invested CNY 1,286,301,036.00, accounted for 25.03% of total registered capital which was already been confirmed by Crowe Horwath Certified Public Accountants Co., Ltd.(Shanghai Branch) on October 20th,2012,and it issued "Capital verification report"(2012) No.311B172 of Horwath Shanghai.

On October 15th, 2012, according to the resolution of shareholder meetings, the registered capital was increased by CNY 770,704,287.00, which were funded by Shanghai Zhongxing (Group) Co., Ltd, Shanghai Tianchen Co., Ltd., Shanghai Urban Construction Investment and Development Corporation, the ESOP of Shanghai Greenland (Group) Co., Ltd and Shanghai Real Estate (Group) Co., Ltd. After the investment, the registered capital of the Company reached CNY 5,908,732,870.00, In terms of the composition of the registered capital, Shanghai Zhongxing (Group) Co., Ltd. invested CNY 569,946,409.00, accounted for 9.65% total registered capital, Shanghai Tianchen Co., Ltd. invested CNY 170,983,934.00, accounting for 2.89% of total registered capital, Shanghai Urban Construction Investment and Development Corporation funded CNY 1,536,240,861.00, accounted for 26.00% of total registered capital, the ESOP of Shanghai Greenland (Group) Co., Ltd. invested CNY 2,152,315,475.00, accounted for 36.43% of total registered capital, Shanghai Real Estate (Group) Co., Ltd. invested CNY 1,479,246,191.00; accounting for 25.03% of total registered capital. This event was confirmed by Crowe Horwath Certified Public Accountants Co., Ltd. (Shanghai Brach) on December 13th, 2012, and issued "Capital verification report" (2012) No.311C99 of Horwath Shanghai.

According to the Resolution of shareholder meetings on January 21th, 2013, the new registered capital was CNY 2,363,493,148.00, which was transferred from undistributed profits. After the investment, the registered capital of the Company reached CNY 8,272,226,018.00. This event was confirmed by Shanghai Certified Public Accountants (SCPA) on September 11th, 2013, and issued "Capital verification report" (2013) No.2308 of SCPA.

According to the Resolution of shareholder meetings on December 18th, 2013 and after the Shanghai United Assets and equity exchange public solicitation, the registered capital was increased by five shareholders, which were funded by Shenzhen Ping An Innovation Capital Investment Co. (1,037,200,000.00 shares to pay a total of CNY 5,829,064,000.00, including the registered capital of CNY 1,037,200,000.00 and paid in capital CNY 4,791,864,000.00); Shanghai Dinghui Jiaxi equity investment partnership (limited partnership) (444,800,000.00 shares to pay a total of CNY 2,499,766,000.00, including the registered capital of CNY 444,800,000.00 and paid in capital CNY 2,054,976,000.00); Ningbo Hui Sheng Juzhi investment partnership (limited partnership) (400,000,000.00 shares to pay a total of CNY 2,248,000,000.00, including the registered capital of CNY 400,000,000.00 and paid in capital CNY 1,848,000,000.00); Zhuhai Puluo equity investment fund (limited partnership) (104,982,206.00 shares to pay a total of CNY 589,999,997.72, including the registered capital of CNY 104,982,206.00 and paid in capital CNY 485,017,791.72); Shanghai investment cooperation development of equity investment fund (limited partnership) (100,000,000.00 shares to pay a total of CNY 562,000,000.00, including the registered capital of CNY 100,000,000.00 and paid in capital CNY 462,000,000.00). On January the 10th, 2014, the registered capital changed to CNY 10,359,208,224.00. This event was confirmed by Shanghai Certified Public Accountants (SCPA) on January 14th, 2014, and issued "Capital verification report" (2014) No.0028 of SCPA.

According to the Resolution of shareholder meetings on January 13th, 2014, the capital reserve transfered into capital by 25% of CNY 10,359,208,224.00 and the transfer to paid-in capital was CNY 2,589,802,056.00. After

— F-19 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016 the registered capital reserve transfered into capital, the registered capital was CNY 12,949,010,280.00 until February 13th, 2014. In terms of the composition of the registered capital, the ESOP of Shanghai Greenland (Group) Co., Ltd. invested CNY 3,766,552,081.00, accounted for 29.09% of total registered capital, Shanghai Urban Construction Investment and Development Corporation funded CNY 2,688,421,506.00, accounted for 20.76% of total registered capital, Shanghai Real Estate (Group) Co., Ltd. invested CNY 2,588,680,834.00, accounted for 19.99% total registered capital, Shanghai Zhongxing (Group) Co., Ltd. invested CNY 997,406,216.00, accounted for 7.70% total registered capital, Shanghai Tianchen Co., Ltd. invested CNY 299,221,885.00, accounted for 2.31% of total registered capital, Shenzhen Ping An Innovation Capital Investment Co invested CNY 1,296,500,000.00, accounted for10.01% of total registered capital, Shanghai Dinghui Jiaxi equity investment partnership (limited partnership) invested CNY 556,000,000.00, accounted for 4.30% of total registered capital, Ningbo Hui Sheng Juzhi investment partnership (limited partnership) invested CNY 500,000,000.00, accounted for 3.86% of total registered capital, Zhuhai Puluo equity investment fund (limited partnership) invested CNY 131,227,758.00, accounted for 1.01% of total registered capital, Shanghai investment cooperation development of equity investment fund (limited partnership) invested CNY 125,000,000.00, accounted for 0.97% of total registered capital. This event was confirmed by Shanghai Certified Public Accountants (SCPA) on February 12th, 2014, and issued "Capital verification report" (2014) No.0137 of SCPA.

According to the Resolution of shareholder meetings and the revised articles of association on February 18th, 2014, Shanghai Greenland investment enterprises (limited partnership) merger the ESOP of Shanghai Greenland (Group) Co., Ltd. by absorption. the ESOP of Shanghai Greenland (Group) Co., Ltd., which is the shareholders of Greenland, changed its name to Shanghai Greenland investment enterprises (limited partnership).

According to “the approval of the material assets reorganization of Shanghai jinfeng investment Co., Ltd. and Shanghai real estate (group) Co., Ltd., such as the purchase of assets through issuing shares "(regulatory permission [2015] no. 2015) by CSRC, Shanghai jinfeng investment Co., Ltd issued 11,649,834,296 shares to purchase the Company 100% shares on 29 June, 2015.

The Company renews “Business License” by Shanghai Administrative Bureau for Industry and Commerce. The business license number is 00000000201612270070 and Unified social credit code is 91310000132206289R. The registered capital was CNY 22,649,010,280.00. The legal representative is Yuliang Zhang and the registered address of the corporation is 7th floor, No.502, Jiangsu Street, Shanghai. The address of the headquarter office is No.700, Dapu Street, Shanghai, and the nature of Greenland is domestic joint venter limited.

The business line of the Company is various, industrial investment, landscape engineering, warehousing, real estate, car rentals, general merchandise, textiles, estate management, chemical products which exclude dangerous goods, building materials, hardware and electrical equipment, and building and construction etc. Besides, real estate, energy, automobile, hotels, commercial service, greening, building and construction, finance and so on are all within the scope of business activities of subsidiaries.

The Company of the parent company and the actual ultimate controller is Greenland Holdings Group Corporation Limited.

The Company has a board of directors and a board of shareholders. Both of them hold ordinary meetings and temporary meetings according to the articles of corporations. Directors make decisions about the related event

— F-20 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

based on their responsibility and right. The Company also has a board of supervisors which are accountable to the board of shareholders and exercise duty according to the regulations of the articles of corporations. The structure of the Company is as follows, the Company has a president office, and it controls 10 subordinated departments, which are general office, the department of strategy planning and business administration, the department of human resources, the department of finance, the department of technology management and research and development of products, the department of marketing, the department of investment and development, the department of construction contracts, the department of overseas business and the department of party affairs. The company and the subsidiaries are mainly engaged in real estate development, infrastructure construction, financial information services, greening projects, energy, car sales, hotel management, property management and other business.

II. PREPARATION BASIS OF FINANCIAL STATEMENTS

The financial statements of the company are based on the going-concern assumption, the actual occurrence of the transactions and events and the Ministry of Finance issued the "accounting standards for business enterprises -- basic standard". From 15 February 2006, the Company adopted the Basic Standard and 41 specific standards of the Accounting Standards for Business Enterprises issued by the Ministry of Finance on 15 February 2006, and the Application Guidance for Accounting Standards for Business Enterprises, Interpretations of Accounting Standards for Business Enterprises and other relevant regulations issued thereafter (hereafter referred to as “the Accounting Standards for Business Enterprises” or “CAS”), and edit of disclosure regulation“ the No. 15 Company Disclosure Edit Regulation of Public Offering Securities- the General Provisions of Financial Reporting”(2014 Revision) by the China Securities Regulatory Commission.

III. Statement of compliance with the Accounting Standards for Business Enterprises

The financial statements of the Company for the year ended 31 December 2016 are in compliance with the Accounting Standards for Business Enterprises, and truly and completely present the financial position of the Company as of 31 December 2016 and its financial performance, cash flows and other information for the year.

IV. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES

The business of the Company and the subsidiaries is real estate development, Basic facilities construction, financial information service, landscape engineering, energy, car rentals, hotel management, property management and other business. According to the provisions of the relevant accounting standard for business enterprises, the Company and the subsidiaries developed several specific accounting policies and accounting estimates for revenue recognition, construction contract completion percentage determination and other transactions and events based on the actual operation characteristics. The more information referred to Notes IV.25“Revenue”. The more information about major accounting judgments and estimates by management refered to Notes IV.30 “Major accounting judgments and estimates”

1. Accounting period The company's accounting period is divided into year and middle. The middle accounting period is short than the full accounting year. The full accounting year of the Company starts on 1 January and ends on 31 December.

— F-21 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

2. Operating cycle The normal operating cycle is the day from the Company purchases production and operation of assets to become the cash and cash equivalents.

The Company and the subsidiaries engaged in real estate development industry and basic facilities construction. The normal operating cycle is more than one year. The normal operating cycle of the Company is three years and the others is one year.The Company uses 12 months as the liquidity classification criteria for assets and liabilities its operating cycle

3. Reporting currency The company and its domestic subsidiaries use Renminbi (CNY) as the recording currency. The company's overseas subsidiaries based on their main economic environment determine US dollar (USD) and Hong Kong dollar (UKD).The reporting currency of the Company is Renminbi (CNY).

4. The accounting treatment of business combinations involving enterprises under common control and business combinations not involving enterprises under common control Business combinations are classified into business combinations involving enterprises under common control and business combinations not involving enterprises under common control.

4.1 Business combinations involving enterprises under common control A business combination involving enterprises under common control is a business combination in which all of the combining enterprises are ultimately controlled by the same party or parties both before and after the combination, and that control is not transitory.

Assets and liabilities obtained shall be measured at their respective carrying amounts as recorded by the combining entities at the date of the combination. The difference between the carrying amount of the net assets obtained and [the carrying amount of the consideration paid for the combination / the aggregate face value of shares issued as consideration] is adjusted to the share premium in capital reserve. If the share premium is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.

Costs that are directly attributable to the combination are charged to profit or loss in the period in which they are incurred.

4.2 Business combinations not involving enterprises under common control A business combination not involving enterprises under common control is a business combination in which all of the combining enterprises are not ultimately controlled by the same party or parties before and after the combination.

The cost of combination is the aggregate of the fair values, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity securities issued by the acquirer in exchange for control of the acquiree. The intermediary expenses incurred by the acquirer in respect of auditing, legal services, valuation and consultancy services, etc. and other associated administrative expenses attributable to the business combination are recognized in profit or loss when they are incurred. Where a business combination not involving enterprises under common control is achieved in stages that involve multiple transactions, the cost of combination is the sum of the consideration paid at the acquisition date and the fair value at the acquisition date of the acquirer's previously held interest in the acquiree. The equity interest in the acquiree held before

— F-22 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

the acquisition date is remeasured at its fair value at the acquisition date, with any difference between its fair value and its carrying amount being recognized as investment income. The other comprehensive income of the acquiree before the acquisition date relating to the previously held interest in the acquiree is transferred to investment income.

The acquiree’s identifiable assets, liabilities and contingent liabilities, acquired by the acquirer in a business combination, that meet the recognition criteria shall be measured at fair value at the acquisition date. Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is treated as an asset and recognized as goodwill, which is measured at cost on initial recognition. Where the cost of combination is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the acquirer firstly reassesses the measurement of the fair values of the acquiree’s identifiable assets, liabilities and contingent liabilities and measurement of the cost of combination. If after that reassessment, the cost of combination is still less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the acquirer recognizes the remaining difference immediately in profit or loss for the current period.

Goodwill arising on a business combination is measured at cost less accumulated impairment losses, and is presented separately in the consolidated financial statements. It is tested for impairment at least at the end of each year.

For the purpose of impairment testing, goodwill is considered together with the related assets group(s), i.e., goodwill is reasonably allocated to the related assets group(s) or each of assets group(s) expected to benefit from the synergies of the combination. An impairment loss is recognized if the recoverable amount of the assets group or sets of assets groups (including goodwill) is less than its carrying amount. The impairment loss is firstly allocated to reduce the carrying amount of any goodwill allocated to such assets group or sets of assets groups, and then to the other assets of the group pro-rata on the basis of the carrying amount of each asset (other than goodwill) in the group.

The recoverable amount of an asset is the higher of its fair value less costs of disposal and the present value of the future cash flows expected to be derived from the asset. An asset's fair value is the price in a sale agreement in an arm's length transaction. If there is no sale agreement but an asset is traded in an active market, fair value is the current bid price. If there is no sale agreement or active market for an asset, fair value is assessed based on the best information available. Costs of disposal include legal costs related to the disposal of the asset, related taxes, costs of removing the asset and direct costs to bring the asset into condition for its sale. The present value of expected future cash flows of an asset shall be determined by estimating the future cash flows to be derived from continuing use of the asset and from its ultimate disposal and applying the appropriate discount rate to those future cash flows.

5. Preparation of consolidated financial statements The scope of consolidation in the consolidated financial statements is determined on the basis of control. Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its operating activities.

For a subsidiary disposed of by the Group, the operating results and cash flows before the date of disposal (the date when control is lost) are included in the consolidated income statement and consolidated statement of cash flows, as appropriate.

— F-23 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

For a subsidiary acquired through a business combination not involving enterprises under common control, the operating results and cash flows from the acquisition date (the date when control is obtained) are included in the consolidated income statement and consolidated statement of cash flows, as appropriate, and no adjustment is made to the opening balances and comparative figures in the consolidated financial statements.

No matter when the business combination occurs in the reporting period, subsidiaries acquired through a business combination involving enterprises under common control [or the party being absorbed under merger by absorption] are included in the Group's scope of consolidation as if they had been included in the scope of consolidation from the date when they first came under the common control of the ultimate controlling party. Their operating results and cash flows from the beginning of the earliest reporting period [or from the date when they first came under the common control of the ultimate controlling party] are included in the consolidated income statement and consolidated statement of cash flows, as appropriate.

The significant accounting policies and accounting periods adopted by the subsidiaries are determined based on the uniform accounting policies and accounting periods set out by the Company.

All significant intra-group balances and transactions are eliminated on consolidation.

The portion of subsidiaries' equity that is not attributable to the Company is treated as minority interests and presented as "minority interests" in the consolidated balance sheet within [owners' equity/ shareholders' equity]. The portion of net profits or losses of subsidiaries for the period attributable to minority interests is presented as "minority interests" in the consolidated income statement below the "net profit" line item.When the amount of loss for the period attributable to the minority shareholders of a subsidiary exceeds the minority shareholders' portion of the opening balance of owners' equity of the subsidiary, the excess amount are still allocated against minority interests.

When the group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

When the Group loses control over a subsidiary due to disposal of certain equity interest or other reasons, any retained interest is re-measured at its fair value at the date when control is lost. The difference between (i) the aggregate of the consideration received on disposal and the fair value of any retained interest and (ii) the share of the former subsidiary's net assets cumulatively calculated from the acquisition date according to the original proportion of ownership interest is recognized as investment income in the period in which control is lost. Other comprehensive income associated with investment in the former subsidiary is reclassified to investment income in the period in which control is lost.

For merger reverses, parent company (the Company) in law prepared consolidated financial statement and individual financial statement based on the following principles: A. Assets and liabilities of subsidiary company in law are confirmed and measured by their book values before consolidation in consolidated financial statements. B. The consolidated financial statements combine fair value confirmed on the date of purchase when

— F-24 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

identifiable assets and liabilities of the parent company in law are incorporated into consolidated financial statements. The balance that transaction cost’s exceeding definable net assets fair proportion obtained in transaction by parent company in law (acquire), is disposed based on the principle of equity transaction in accordance with “The inform of performing the annual report in 2008 based on accounting standard by Financial Ministry” (Caikuaihan [2008] No.60). C. The comparative information about consolidated financial statements is the comparative information about subsidiary company in law (that the consolidated financial statement of subsidiary company in law in earlier stage). D. The recorded value of obtained assets in the parent company’s individual financial statement is confirmed in accordance with “Accounting Standards for Business Enterprises No.2-Long-term Equity Investment”.The comparative individual financial statement in earlier stage is the parent company’s individual financial statement.

6. Identification of a Joint Arrangement and Accounting to a Joint Operation A joint arrangement is an arrangement of which two or more parties have joint control. A joint arrangement is classified as either a joint operation or a joint venture by this company based on its rights and obligations to the arrangement. A joint operation is a joint arrangement whereby the joint operators have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the joint venturers have rights to the net assets of the arrangement. This company accounts the investment of a joint venture by equity approach, disposing according to the accounting policy in 4.13.2.2 “Long-term equity investment accounted for using equity method’. As a joint venturer, this company shall recognize its solely-held assets, and its share of any assets held jointly; its solely-assumed liabilities, and its share of any liabilities incurred jointly; its revenue from the sale of its share of the output arising from the joint operation; its share of the revenue from the sale of the output by the joint operation; and its solely-incurred expenses, and its share of any expenses incurred jointly. When this company as a joint operator enters into a transaction with a joint operation, such as a sale or contribution of assets (except assets that constitute a business), the joint operator shall recognize gains or losses resulting from such a transaction only to the extent of the other parties’ interests in the joint operation before the sale of those assets to a third party by the joint operation. When those assets to be sold or contributed incur an impairment loss as defined in “Accounting Standard for Business Enterprises No.8-Impairment of Assets” and other relevant accounting standards, those losses shall be recognized fully by the joint operator. When a joint operator enters into a transaction with a joint operation, such as a purchase of assets (except assets that constitute a business), the joint operator shall recognize gains or losses resulting from such a transaction only to the extent of the other parties’ interests in the joint operation until it resells those assets to a third party. When those assets to be purchased incur an impairment loss as defined in “Accounting Standard for Business Enterprises No.8-Impairment of Assets” and other relevant accounting standards, the joint operator shall recognize its share of those losses.

7. Cash and cash equivalents For the purposes of the cash flow statement, cash refers to all cash in hand and call deposits. Cash equivalents refer to short-term and highly-liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

— F-25 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

8. Translation of transactions and financial statements denominated in foreign currencies 8.1 Transactions denominated in foreign currencies Except for the accounting treatment of paid-in capital, foreign currency transactions are translated into CNY at the exchange rates stipulated by the People’s Bank of China (‘the stipulated exchange rates’) on the first day of the month in which the transactions took place. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into CNY at the stipulated exchange rates at the balance sheet date.

8.2 Translation of foreign currency monetary Item and foreign currency non-monetary Item At the balance sheet date, foreign currency monetary Item are translated into [CNY] using the spot exchange rates at the balance sheet date. Exchange differences arising from the differences between the spot exchange rates prevailing at the balance sheet date and those on initial recognition or at the previous balance sheet date are recognized in profit or loss for the period, except that A. exchange differences related to a specific-purpose borrowing denominated in foreign currency that qualify for Capitalization are capitalized as part of the cost of the qualifying asset during the Capitalization period; B. exchange differences related to hedging instruments for the purpose of hedging against foreign currency risks are accounted for using hedge accounting; C. exchange differences arising from available-for-sale non-monetary Item (such as shares) denominated in foreign currencies and changes in the carrying amounts (other than the amortized cost) of available-for-sale monetary Item are recognized as other comprehensive income and included in capital reserve.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

Foreign currency non-monetary Item measured at historical cost are translated to the amounts in functional currency at the spot exchange rates on the dates of the transactions and the amounts in functional currency remain unchanged. Foreign currency non-monetary Item measured at fair value are re-translated at the spot exchange rate on the date the fair value is determined. Difference between the re-translated functional currency amount and the original functional currency amount is treated as changes in fair value (including changes of exchange rate) and is recognized in profit and loss or as other comprehensive income included in capital reserve.

8.3 Translation of financial statements denominated in foreign currencies For the purpose of preparing the consolidated financial statements, financial statements of a foreign operation are translated from the foreign currency into CNY using the following method: assets and liabilities on the balance sheet are translated at the spot exchange rate prevailing at the balance sheet date; shareholders equity Item except for retained earnings are translated at the spot exchange rates at the dates on which such Item arose; all Item in the income statement as well as Item reflecting the distribution of profits are translated at the spot exchange rates on the dates of the transactions; the opening balance of retained earnings is the translated closing balance of the previous year's retained earnings; the closing balance of retained earnings is calculated and presented on the basis of each translated income statement and profit distribution item. The difference between the translated assets and the aggregate of liabilities and shareholders' equity Item is separately presented as the exchange differences arising on translation of financial statements denominated in foreign currencies under the shareholders' equity in the balance sheet.

— F-26 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

In the case of a partial disposal that does not result in the group losing control over a subsidiary that includes a foreign operation, the proportionate share of accumulated currency translation differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (that is, reductions in the group's ownership interest in associates or joint ventures that do not result in the group losing significant influence or joint control)), the proportionate share of the accumulated exchange difference is reclassified to profit or loss.

On the disposal of a foreign operation (that is, a disposal of the group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, a disposal involving loss of joint control over a joint venture that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the currency translation differences accumulated in equity in respect of that operation attributable to the owners of the company are reclassified to profit or loss.

In the case of a partial disposal that does not result in the group losing control over a subsidiary that includes a foreign operation, the proportionate share of accumulated currency translation differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (that is, reductions in the group’s ownership interest in associates or joint ventures that do not result in the group losing significant influence or joint control), the proportionate share of the accumulated exchange difference is reclassified to profit or loss.

9. Financial instruments Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. For financial assets and financial liabilities at fair value through profit or loss, transaction costs are immediately recognized in profit or loss. For other financial assets and financial liabilities, transaction costs are included in their initial recognized amounts.

9.1 Determination of fair value Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. For a financial instrument which has an active market, the Group uses the quoted price in the active market to establish its fair value. For a financial instrument which has no active market, the Group establishes fair value by using a valuation technique. Valuation techniques include using recent arm’s length market transactions between knowledgeable, willing parties, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models.

9.2 Classifiction, recognition and measurement of financial assets On initial recognition, the Group’s financial assets are classified into one of the four categories, including financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables, and available-for-sale financial assets. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

9.2.1. Financial Assets at Fair Value through Profit or Loss ("FVTPL") Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as

— F-27 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

current assets if expected to be settled within 12 months; otherwise, they are classified as non-current.

9.2.2 Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity dates that the Group's management has the positive intention and ability to hold to maturity.

Held-to-maturity investments are subsequently measured at amortized cost using the effective interest method. Gain or loss arising from derecognition, impairment or amortization is recognized in profit or loss.

9.2.3. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Financial assets classified as loans and receivables by the Group include notes receivable, accounts receivable, interest receivable, dividends receivable, and other receivables.

Loans and receivables are subsequently measured at amortized cost using the effective interest method. Gain or loss arising from derecognition, impairment or amortization is recognized in profit or loss.

9.2.4. Available-for-sale financial assets Available-for-sale financial assets include non-derivative financial assets that are designated on initial recognition as available for sale [please specify the specific designated item, if any,], and financial assets that are not classified as financial assets at fair value through profit or loss, loans and receivables or held-to-maturity investments.

Available-for-sale financial assets are subsequently measured at fair value, and gains or losses arising from changes in the fair value are recognized as other comprehensive income and included in the capital reserve, except that impairment losses and exchange differences related to amortized cost of monetary financial assets denominated in foreign currencies are recognized in profit or loss, until the financial assets are derecognized, at which time the gains or losses are released and recognized in profit or loss.

Interests obtained and the dividends declared by the investee during the period in which the available-for-sale financial assets are held, are recognized in investment gains.

For investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured, and derivative financial assets that are linked to and must be settled by delivery of such unquoted equity instruments, they are measured at cost.

9.3 Impairment of financial assets The Group assesses at each balance sheet date the carrying amounts of financial assets other than those at fair value through profit or loss. If there is objective evidence that a financial asset is impaired, the Group determines the amount of any impairment loss. Objective evidence that a financial asset is impaired is evidence that, arising from one or more events that occurred after the initial recognition of the asset, the estimated future cash flows of the financial asset, which can be reliably measured, have been affected.

9.3.1 Impairment of financial assets measured at amortized cost If financial assets carried at amortized cost are impaired, the carrying amounts of the financial assets are reduced to the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The amount of reduction is

— F-28 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

recognized as an impairment loss in profit or loss. If, subsequent to the recognition of an impairment loss on financial assets carried at amortized cost, there is objective evidence of a recovery in value of the financial assets which can be related objectively to an event occurring after the impairment is recognized, the previously recognized impairment loss is reversed. However, the reversal is made to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

For a financial asset that is individually significant, the Group assesses the asset individually for impairment. For a financial asset that is not individually significant, the Group assesses the asset individually for impairment or includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset (whether significant or not), it includes the asset in a group of financial assets with similar credit risk characteristics and collectively reassesses them for impairment. Assets for which an impairment loss is individually recognized are not included in a collective assessment of impairment.

9.3.2 Impairment of available-for-sale financial assets When an available-for-sale financial asset is impaired, the cumulative loss arising from decline in fair value previously recognized directly in capital reserve is reclassified from the capital reserve to profit or loss. The amount of the cumulative loss that is reclassified from capital reserve to profit or loss is the difference between the acquisition cost (net of any principal repayment and amortization) and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss.

If, subsequent to the recognition of an impairment loss on available-for-sale financial assets, there is objective evidence of a recovery in value of the financial assets which can be related objectively to an event occurring after the impairment is recognized, the previously recognized impairment loss is reversed. The amount of reversal of impairment loss on available-for-sale equity instruments is recognized as other comprehensive income and included in the capital reserve, while the amount of reversal of impairment loss on available-for-sale debt instruments is recognized in profit or loss.

9.3.3 Impairment of financial assets measured at cost If an impairment loss has been incurred on an investment in unquoted equity instrument (without a quoted price in an active market) whose fair value cannot be reliably measured, or on a derivative financial asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the carrying amount of the financial asset is reduced to the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. The amount of reduction is recognized as an impairment loss in profit or loss. The impairment loss on such financial asset is not reversed once it is recognized.

9.4 Transfer of financial assets The Group derecognizes a financial asset if one of the following conditions is satisfied: (1) the contractual rights to the cash flows from the financial asset expire; or (2) the financial asset has been transferred and substantially all the risks and rewards of ownership of the financial asset is transferred to the transferee; or (3) although the financial asset has been transferred, the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset but has not retained control of the financial asset.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a financial asset, and it retains control of the financial asset, it recognizes the financial asset to the extent of its continuing

— F-29 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

involvement in the transferred financial asset and recognizes an associated liability. The extent of the Group’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in the value of the transferred asset.

For a transfer of a financial asset in its entirety that satisfies the derecognition criteria, the difference between A. the carrying amount of the financial asset transferred; and B. the sum of the consideration received from the transfer and any cumulative gain or loss that has been recognized in other comprehensive income, is recognized in profit or loss.

If a part of the transferred financial asset qualifies for derecognition, the carrying amount of the transferred financial asset is allocated between the part that continues to be recognized and the part that is derecognized, based on the respective fair values of those parts. The difference between A. the carrying amount allocated to the part derecognized; and B. the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated to the part derecognized which has been previously recognized in other comprehensive income, is recognized in profit or loss.

9.5 Classification, recognition and measurement of financial liabilities Debt and equity instruments issued by the Group are classified into financial liabilities or equity on the basis of the substance of the contractual arrangements and definitions of financial liability and equity instrument.

On initial recognition, financial liabilities are classified into financial liabilities at fair value through profit or loss and other financial liabilities.

9.5.1 Financial liabilities at fair value through profit or loss Financial liabilities at FVTPL consist of financial liabilities held for trading and those designated as at FVTPL on initial recognition.

A financial liability is classified as held for trading if one of the following conditions is satisfied: A. It has been acquired principally for the purpose of repurchasing in the near term; or B. On initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and there is objective evidence that the Group has a recent actual pattern of short-term profit-taking; or C. It is a derivative, except for a derivative that is a designated and effective hedging instrument, or a financial guarantee contract, or a derivative that is linked to and must be settled by delivery of an unquoted equity instrument (without a quoted price in an active market) whose fair value cannot be reliably measured.

A financial liability may be designated as at FVTPL upon initial recognition only when one of the following conditions is satisfied: A. Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise result from measuring liabilities or recognizing the gains or losses on them on different bases; or B. The financial liability forms part of a group of financial liabilities or a group of financial assets and financial liabilities, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is reported to key management personnel on that basis.

Financial liabilities at FVTPL are subsequently measured at fair value. Any gains or losses arising from changes in the fair value or any dividend or interest expenses related to the financial liabilities are recognized in profit or loss.

— F-30 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

9.5.2 Other financial liabilities For a derivative liability that is linked to and must be settled by delivery of an unquoted equity instrument (without a quoted price in an active market) whose fair value cannot be reliably measured, it is subsequently measured at cost. Other financial liabilities are subsequently measured at amortized cost using the effective interest method, with gain or losses arising from derecognition or amortization recognized in profit or loss.

9.5.3. Financial guarantee contracts A financial guarantee contract is a contract by which the guarantor and the lender agree that the guarantor would settle the debts or bear obligations in accordance with terms of the contract in case the borrower fails to settle the debts. Financial guarantee contracts that are not designated as financial liabilities at fair value through profit or loss, [or loan commitments to provide a loan at a below-market interest rate, which are not designated at fair value through profit or loss,] are initially measured at their fair values less the directly attributable transaction costs. Subsequent to initial recognition, they are measured at the higher of: (i) the amount determined in accordance with Accounting Standard for Business Enterprises No. 13 – Contingencies; and (ii) the amount initially recognized less cumulative amortization recognized in accordance with the principles set out in Accounting Standard for Business Enterprises No. 14 – Revenue.

9.6 Derecognition of Financial Liabilities The Group derecognises a financial liability (or part of it) only when the underlying present obligation (or part of it) is discharged. An agreement between the Group (an existing borrower) and an existing lender to replace the original financial liability with a new financial liability with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.

When the Group derecognises a financial liability or a part of it, it recognizes the difference between the carrying amount of the financial liability (or part of the financial liability) derecognized and the consideration paid (including any non-cash assets transferred or new financial liabilities assumed) in profit or loss.

9.7 Derivatives and embedded derivatives Derivatives are initially measured at fair value at the date when the derivative contracts are entered into and are subsequently re-measured at fair value. The resulting gain or loss is recognized in profit or loss unless the derivative is designated and highly effective as a hedging instrument, in which case the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

An embedded derivative is separated from the hybrid instrument, where the hybrid instrument is not designated as a financial asset or financial liability at fair value through profit or loss, and treated as a standalone derivative if 1) the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host contract; and 2) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative. If the Group is unable to measure the embedded derivative separately either at acquisition or at a subsequent balance sheet date, it designates the entire hybrid instrument as a financial asset or financial liability at fair value through profit or loss.

9.8 Offsetting financial assets and financial liabilities Where the Group has a legal right that is currently enforceable to set off the recognized financial assets and financial liabilities, and intends either to settle on a net basis, or to realize the financial asset and settle the financial liability simultaneously, a financial asset and a financial liability shall be offset and the net amount is presented in the balance sheet. Except for the above circumstances, financial assets and financial liabilities

— F-31 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

shall be presented separately in the balance sheet and shall not be offset.

9.9 Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The consideration received from issuing equity instruments, net of transaction costs, are added to shareholders equity.

All types of distributions (excluding stock dividends) made by the Group to holders of equity instruments are deducted from shareholders' equity. The Group does not recognize any changes in the fair value of equity instruments.

10. Receivables Receivables comprise accounts receivable and other receivables. Accounts receivable arising from sale of goods or rendering of services are initially recognized at fair value of the contractual payments from the buyers or service recipients.

Accounts Receivable are tested for impairment if there is any indication that AR may be impaired at the balance sheet date. There are 4 conditions as following: the company has experienced serious difficulty in finance; the remedy for breach of the contract (e.g. delayed in effecting payment to paying off the interest or principal etc.); the debtor may become insolvent or Debt Restructuring; others conditions.

10.1 Receivables that are individually significant and for which bad debt provision is individually assessed Method of determining provision for receivables that are individually significant and for which bad debt provision is individually assessed.

The Company assessed 20 millions receivables as the receivables that are individually significant. For a financial asset that is not impaired individually, the Group includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Receivables for which an impairment loss is individually recognized are not included in a collective assessment of impairment.

10.2 Receivables for which bad debt provision is collectively assessed on a portfolio basis The Group classifies the receivables that are not individually significant and those that are individually significant but are not impaired individually into groups of financial assets according to the similarity and relevance of credit risk characteristics. These credit risks usually reflect the debtors' ability to pay the amounts due at maturity under contractual terms of related assets and are related to the estimation of future cash flows of the assets subject to assessment.

Receivables with amounts that are individually significant are subject to separate assessment for impairment. If there exists objective evidence that the Company will not be able to collect the amount under the original terms, a provision for bad debts of that receivable is made at the difference between its carrying amount and the present value of its estimated future cash flows.

Bad debt provision method for a portfolio

— F-32 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Name of portfolio Basis of Portfolio Intragroup receivables from related parties Related parties within the Group portfolio with similar credit risk characteristics Margin with a lower credit risk Margin portfolio characteristics similar The aging of receivables same with similar Aging analysis portfolio credit risk characteristics Different portfolios that methods are used for bad debt provision

Name of portfolio Provision method of accounts receivable Related parties within the Group portfolio No provision for bad debts Margin portfolio No provision for bad debts Aging analysis portfolio Aging analysis

Provision as a proportion of Provision as a proportion of Aging accounts receivable (%) other receivables (%)

Within 1 year (inclusive) 0-5 0-5

More than 1 year but not exceeding 5-20 5-20 2 years More than 2 years but not 5-30 5-30 exceeding 3 years More than 3 years but not 10-50 10-50 exceeding 4 years More than 4 years but not 10-80 10-80 exceeding 5 years

More than 5 years 100 100

Receivables with amounts that are not individually significant and those receivables that have been individually assessed for impairment and have not been found impaired are classified into certain groupings based on their credit risk characteristics. A general provision is made based on the aging of receivables at the following percentages.

10.3 Reversal of bad debt provision If the evidence shows the receivables value is recovered, previously recognised impairment losses shall be reversed and recognised in profit or loss. However, the reversal of the carrying value of receivables can not higher than the original cost.

When the Group transfers the accounts receivable to the financial institutions without recourse, the difference between the proceeds received from the transaction and their carrying amounts and the related taxes is recognised in profit or loss for current period the current period.

— F-33 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

11. Inventories 11.1 Categories of inventories The Group's inventories mainly include raw materials, work in progress, finished goods, turnover materials, materials on consignment for further processing, properties under development and completed properties held for sale and completed properties held for rental etc.

11.2 Valuation methods of inventories (except properties under development and completed properties held for sale) Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and other expenditures incurred in bringing the inventories to their present location and condition. The weighted average method uses upon receiving and issuing

11.3 Valuation methods of properties under development and completed properties held for sale Inventories with land are measured at actual costs. When the project development, development costs assessed by the covers of properties under development

Properties under development relating directly to construction and development are capitalized to the property. After the project finished, actual costs transfer into products of development.

Properties under development are measured at actual costs and developed products issued by Construction area average method.

Public facilities are measured at actual costs. If public facilities completed before Properties development, it measured at actual costs as the development costs. If public facilities completed after properties development, the difference between withholding number and actual costs should be adjusted.

11.4 Inventories arising from construction contracts Construction contracts are counted at actual cost, which is comprises of the direct and indirect costs attributable to executing the contract incurred during the period from the date of entering into the contract to the final completion of the contract. The cumulative costs incurred and cumulative gross profits (or losses) recognized for contracts in progress are offset against the progress billings and the net amount is presented in the balance sheet. Where the aggregate of cumulative costs incurred and cumulative gross profits (or losses) recognized exceed the progress billings for contracts in progress, the surplus is shown as inventories. Where the progress billings for contracts in progress exceed the aggregate of cumulative costs incurred and cumulative gross profits (or losses) recognized, the surplus is shown as receipts in advance.

Travelling and bidding expenses, etc. incurred for entering into a contract is recognized as costs of the contract when the contract is entered into if such expenditure can be separately identified and reliably measured and it is probable that the contract will be obtained. Otherwise, such expenditure is charged to profit or loss for the current period.

11.5 Net realizable value and provision for inventories Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale and relevant taxes. At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the net realizable value is below the cost of inventories, a provision for decline in value of inventories is made. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of

— F-34 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

completion, the estimated costs necessary to make the sale and relevant taxes. Net realizable value is determined on the basis of clear evidence obtained, and takes into consideration the purposes of holding inventories and effect of post balance sheet events.

After the provision for decline in value of inventories is made, if the circumstances that previously caused inventories to be written down below cost no longer exist so that the net realizable value of inventories is higher than their cost, the original provision for decline in value is reversed and the reversal is included in profit or loss for the period.

For inventories of development costs, net realizable value shall be determined based on estimated selling prices of the finished products less estimated costs of completion, estimated costs to sell and relevant taxes.

At the balance sheet date, if a portion of the quantity of an item of inventory held is covered by a sales contract with an agreed selling price, the net realizable value of the portion covered by the contract and the portion not so covered shall be determined separately. The net realizable values shall then be compared with the corresponding costs to determine the amount of write-down (or reversal of write-down) for the respective portions of inventory.

11.6 Inventory system is the perpetual inventory system. 11.7 The low value consumables amortization method The low value consumables used by one-off amortization method

12. Long-term equity investments Long term equity investments in this part mean that the company has a long-term equity investment control, joint control or significant influence over the investee. The other long-term equity investments can not be control, joint control or significant influence over the investee measured as available for sale financial assets or measured at fair value and its changes included in the current profits and losses of financial assets. The accounting policy refer to Note four, 8 "financial instruments".

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

12.1 Determination of investment cost For a long-term equity investment acquired through a business combination involving enterprises under common control, the investment cost of the long-term equity investment is the attributable share of the carrying amount of the shareholders' equity of the acquiree at the date of combination. For a long-term equity investment acquired through business combination not involving enterprises under common control, the investment cost of the long-term equity investment is the cost of acquisition. For a long-term equity investment acquired through business combination not involving enterprises under common control and achieved in stages, the investment cost of the long-term equity investment is the aggregate of the carrying amount of the equity interest held in the acquiree prior to the acquisition date and the cost of the additional investment at the acquisition date. The long-term equity investment acquired otherwise than through a business combination is

— F-35 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

initially measured at its cost.

12.2 Subsequent measurement and recognition of profit or loss 12.2.1. Long-term equity investment accounted for using the cost method For long-term equity investments over which the Group does not have joint control or significant influence and without quoted prices in an active market and that fair values cannot be reliably measured, the Group accounts for such long-term equity investments using the cost method. Besides, long-term equity investments in subsidiaries are accounted for using the cost method in the Company's separate financial statements. A subsidiary is an investee that is controlled by the Group. Under the cost method, a long-term equity investment is measured at initial investment cost. Except for cash dividends or profits already declared but not yet paid that are included in the price or consideration actually paid upon acquisition of the long-term equity investment, investment income is recognized in the period in accordance with the attributable share of cash dividends or profit distributions declared by the investee.

12.2.2. Long-term equity investment accounted for using the equity method The Group accounts for investment in associates and joint ventures using the equity method. An associate is an entity over which the Group has significant influence and a joint venture is an entity over which the Group exercises joint control along with other investors.

Under the equity method, where the initial investment cost of a long-term equity investment exceeds the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, no adjustment is made to the initial investment cost. Where the initial investment cost is less than the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the difference is recognized in profit or loss for the period, and the cost of the long-term equity investment is adjusted accordingly.

Under the equity method, the Group recognizes its share of the net profit or loss of the investee for the period as investment income or loss for the period. The Group recognizes its share of the investee’s net profit or loss based on the fair value of the investee’s individual separately identifiable assets, etc. at the acquisition date after making appropriate adjustments to conform with the Group's accounting policies and accounting period. Unrealized profits or losses resulting from the Group's transactions with its associates and joint ventures are recognized as investment income or loss to the extent that those attributable to the Group's equity interest are eliminated. However, unrealized losses resulting from the Group's transactions with its associates and joint ventures which represent impairment losses on the transferred assets are not eliminated. Changes in owners' equity of the investee other than net profit or loss are correspondingly adjusted to the carrying amount of the long-term equity investment, and recognized as other comprehensive income which is included in the capital reserve.

The Group discontinues recognizing its share of net losses of the investee after the carrying amount of the long-term equity investment together with any long-term interests that in substance form part of its net investment in the investee is reduced to zero. If the Group has incurred obligations to assume additional losses of the investee, a provision is recognized according to the expected obligation, and recorded as investment loss for the period. Where net profits are subsequently made by the investee, the Group resumes recognizing its share of those profits only after its share of the profits exceeds the share of losses previously not recognized.

12.2.3 Disposal of long-term equity investments On disposal of a long term equity investment, the difference between the proceeds actually received and receivable and the carrying amount is recognized in profit or loss for the period. For a long-term equity

— F-36 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

investment accounted for using the equity method, the amount included in the shareholders' equity attributable to the percentage interest disposed is transferred to profit or loss for the period.

12.3 Basis for determining joint control and significant influence over investee Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating policy decisions relating to the activity require the unanimous consent of the parties sharing control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. When determining whether an investing enterprise is able to exercise control or significant influence over an investee, the effect of potential voting rights of the investee (for example, warrants and convertible debts) held by the investing enterprises or other parties that are currently exercisable or convertible shall be considered.

12.4 Methods of impairment assessment and determining the provision for impairment loss The Group reviews the long-term equity investments at each balance sheet date to determine whether there is any indication that they have suffered an impairment loss. If an impairment indication exists, the recoverable amount is estimated. If such recoverable amount is less than its carrying amount, a provision for impairment losses in respect of the deficit is recognized in profit or loss for the period.

Once an impairment loss is recognized for a long-term equity investment, it will not be reversed in any subsequent period.

13. Investment properties Investment property is property held to earn rentals or for capital appreciation or both. It includes a land use right that is leased out; a land use right held for transfer upon capital appreciation; and a building that is leased out.

An investment property is measured initially at cost. Subsequent expenditures incurred for such investment property are included in the cost of the investment property if it is probable that economic benefits associated with an investment property will flow to the Group and the subsequent expenditures can be measured reliably. Other subsequent expenditures are recognized in profit or loss in the period in which they are incurred.

The Group uses the cost model for subsequent measurement of investment property, and adopts a depreciation or amortization policy for the investment property which is consistent with that for buildings or land use rights.

The information of provision for impairment testing method and impairment of investment real estate method refer to Notes four, 18 “Impairment of non-current and non-financial assets”.

The Group reviews the investment properties at each balance sheet date to determine whether there is any indication that they have suffered an impairment loss. If there is any indication that such assets may be impaired, the recoverable amounts are estimated for such assets. Recoverable amount is estimated on individual basis. If it is not practical to estimate the recoverable amount of an individual asset, the recoverable amount of the asset group to which the asset belongs will be estimated. If the recoverable amount of an asset or an asset group is less than its carrying amount, the deficit is accounted for as an impairment loss and is recognized in profit or loss for the period. Once an impairment loss is recognized for an investment property, it will not be reversed in any subsequent

— F-37 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

period.

When an investment property is sold, transferred, retired or damaged, the Group recognizes the amount of any proceeds on disposal net of the carrying amount and related taxes in profit or loss for the period.

14. Fixed assets 14.1 Recognition criteria for fixed assets Fixed assets are tangible assets that are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes, and have useful lives of more than one accounting year. A fixed asset is recognized only when it is probable that economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. Fixed assets are initially measured at cost [and the effect of any expected costs of abandoning the asset at the end of its use is considered].

14.2 Depreciation of each category of fixed assets Fixed assets purchased or constructed by the Company are recorded at cost.

A fixed asset is depreciated over its useful life using the straight-line method since the month subsequent to the one in which it is ready for intended use. The useful life, estimated net residual value rate and annual depreciation rate of each category of fixed assets are as follows:

The estimated useful lives, estimated residual values expressed as a percentage of cost and annual depreciation rates are as follows: Depreciation Residual value rate Annual depreciation Category period (years) (%) rate (%) Buildings 20-50 5 1.90-4.75 Machinery and equipment 3-45 5 2.11-31.67 Transportation vehicles Including: Commercial vehicle 5 5 19.00 Moped 5 5 19.00 Non-Commercial vehicle 10 5 9.50 Ships 20-30 5 3.17-4.75 Office equipment and others 5 5 19.00

Estimated net residual value of a fixed asset is the estimated amount that the Group would currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

14.3 Methods of impairment assessment and determining the provision for impairment losses of fixed assets The Group assesses at each balance sheet date whether there is any indication that the fixed assets may be impaired. If there is any indication that such assets may be impaired, recoverable amounts are estimated for such assets. Recoverable amount is estimated on individual basis. If it is not practical to estimate the recoverable amount of an individual asset, the recoverable amount of the asset group to which the asset belongs will be estimated. If the recoverable amount of an asset or an asset group is less than its carrying amount, the deficit is accounted for as an impairment loss and is recognized in profit or loss for the period.

Once the impairment loss of such assets is recognized, it is not be reversed in any subsequent period.

14.4 Identification basis and valuation methods for fixed assets acquired under finance leases The Group adopts a depreciation policy for a fixed asset held under a finance lease which is consistent with that for its owned fixed asset. If there is reasonable certainty that the Group will obtain ownership of the leased

— F-38 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

asset at the end of the lease term, the leased asset is depreciated over its useful life. If there is no reasonable certainty that the Group will obtain ownership of the leased asset at the end of the lease term, the leased asset is depreciated over the shorter of the lease term and its useful life.

Fixed assets are tested for impairment if there is any indication that assets may be impaired at the balance sheet date. If the result of the impairment test indicates that the recoverable amount of an asset is less than its carrying amount, a provision for impairment and an impairment loss are recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.

14.5 Other explanations The Group reviews the useful life and estimated net residual value of a fixed asset and the depreciation method applied at least once at each financial year-end, and account for any change as a change in an accounting estimate.

If a fixed asset is upon disposal or no future economic benefits are expected to be generated from its use or disposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired or damaged, the amount of any proceeds on disposal of the asset net of the carrying amount and related taxes is recognized in profit or loss for the period.

15. Construction in progress Construction in progress is measured at its actual costs. The actual costs include various construction expenditures during the construction period, [borrowing costs capitalized before it is ready for intended use] and other relevant costs. Construction in progress is not depreciated. Construction in progress is transferred to a fixed asset when it is ready for intended use.

The Group assesses at each balance sheet date whether there is any indication that construction in progress may be impaired. If there is any indication that such assets may be impaired, recoverable amounts are estimated for such assets. Recoverable amount is estimated on individual basis. If it is not practical to estimate the recoverable amount of an individual asset, the recoverable amount of the asset group to which the asset belongs will be estimated. If the recoverable amount of an asset or an asset group is less than its carrying amount, the deficit is accounted for as an impairment loss and is recognized in profit or loss for the period.

Once the impairment loss of construction in progress is recognized, it is not be reversed in any subsequent period.

16. Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset are capitalized when expenditures for such asset and borrowing costs are incurred and activities relating to the acquisition, construction or production of the asset that are necessary to prepare the asset for its intended use or sale have commenced. Capitalization of borrowing costs ceases when the qualifying asset being acquired, constructed or produced becomes ready for its intended use or sale. Other borrowing costs are recognized as an expense in the period in which they are incurred.

Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be capitalized is the actual interest expense incurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being used on the asset or any investment income on the temporary investment of

— F-39 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

those funds. Where funds are borrowed under general-purpose borrowings, the Group determines the amount of interest to be capitalized on such borrowings by applying a Capitalization rate to the weighted average of the excess of cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The Capitalization rate is the weighted average of the interest rates applicable to the general-purpose borrowings.

During the Capitalization period, exchange differences related to a specific-purpose borrowing denominated in foreign currency are all capitalized. Exchange differences in connection with general-purpose borrowings are recognized in profit or loss in the period in which they are incurred.

17. Intangible assets 17.1 Intangible assets Intangible assets include land use rights, patents, etc.

An intangible asset is measured initially at cost. When an intangible asset with a finite useful life is available for use, its original cost less net residual value and any accumulated impairment losses is amortized over its estimated useful life using the straight-line method. An intangible asset with an indefinite useful life is not amortized.

For an intangible asset with a finite useful life, the Group reviews the useful life and amortization method at the end of the period, and makes adjustments when necessary.

17.2 Research and development expenditure Expenditure during the research phase is recognized as an expense in the period in which it is incurred.

Expenditure during the development phase that meets all of the following conditions at the same time is recognized as intangible asset. Expenditure during development phase that does not meet the following conditions is recognized in profit or loss for the period.

A. It is technically feasible to complete the intangible asset so that it will be available for use or sale; B. The Group has the intention to complete the intangible asset and use or sell it; C. The Group can demonstrate the ways in which the intangible asset will generate economic benefits, including the evidence of the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset; D. The availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; and E. The expenditure attributable to the intangible asset during its development phase can be reliably measured.

If the expenditures cannot be distinguished between the research phase and development phase, the Group recognizes all of them in profit or loss for the period.

17.3 Methods of impairment assessment and determining the provision for impairment losses of intangible assets The Group assesses at each balance sheet date whether there is any indication that the intangible assets with a finite useful life may be impaired. If there is any indication that such assets may be impaired, recoverable amounts are estimated for such assets. Recoverable amount is estimated on individual basis. If it is not practical to estimate the recoverable amount of an individual asset, the recoverable amount of the asset group to which the asset belongs will be estimated. If the recoverable amount of an asset or an asset group is less than its carrying amount, the deficit is accounted for as an impairment loss and is recognized in profit or loss for the period.

— F-40 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Intangible assets with indefinite useful life and intangible assets not yet available for use are tested for impairment annually, irrespective of whether there is any indication that the assets may be impaired. Once the impairment loss of such assets is recognized, it is not be reversed in any subsequent period.

18. Long-term deferred expenses Long-term prepaid expenses represent expenses incurred that should be borne and amortized over the current and subsequent periods (together of more than one year). Long-term prepaid expenses are amortized using the straight-line method over the expected periods in which benefits are derived.

19. Impairment of non-current and non-financial assets Fixed assets, construction in progress, intangible assets and long-term prepaid expenses are tested for impairment if there is any indication that assets may be impaired at the balance sheet date. If the result of the impairment test indicates that the recoverable amount of an asset is less than its carrying amount, a provision for impairment and an impairment loss are recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. Provision for asset impairment is determined and recognized on the individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of a group of assets to which the asset belongs is determined. A group of assets is the smallest group of assets that is able to generate independent cash inflows.

Goodwill that is separately presented in the financial statements is tested at least annually for impairment, irrespective of whether there is any indication that it may be impaired. In conducting the test, the carrying value of goodwill is allocated to the related asset groups or groups of asset groups which are expected to benefit from the synergies of the business combination. If the result of the test indicates that the recoverable amount of an asset group or group of asset groups, including the allocated goodwill, is lower than its carrying amount, the corresponding impairment loss is recognised. The impairment loss is first deducted from the carrying amount of goodwill that is allocated to the asset group or group of asset groups, and then deducted from the carrying amounts of other assets within the asset groups or groups of asset groups in proportion to the carrying amounts of assets other than goodwill.

Once the above asset impairment loss is recognized, it will not be reversed for the value recovered in the subsequent periods.

20. Employee benefits Employee benefits include short-term employee benefits, post-employment benefits, termination benefits and other long-term employee benefits provided in various forms of consideration in exchange for service rendered by employees or compensations for the termination of employment relationship.

Short-term employee benefits include employee wages or salaries, bonus, allowances and subsidies, staff welfare, premiums or contributions on medical insurance, work injury insurance and maternity insurance, housing funds, union running costs and employee education costs, short-term paid absences. The employee benefit liabilities are recognised in the accounting period in which the service is rendered by the employees, with a corresponding charge to the profit or loss for the current period or the cost of relevant assets. Employee benefits which are non-monetary benefits are measured at fair value.

The Group classifies post-employment benefit plans as either defined contribution plans or defined benefit plans. Defined contribution plans are post-employment benefit plans under which the Group pays fixed

— F-41 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

contributions into a separate fund and will have no obligation to pay further contributions; and Defined benefit plans are post-employment benefit plans other than defined contribution plans. During the reporting period, the Group's post-employment benefits mainly include basic pensions and unemployment insurance, both of which belong to the defined contribution plans.

The Group provides compensation for terminating the employment relationship with employees before the end of the employment contracts or as an offer to encourage employees to accept voluntary redundancy before the end of the employment contracts. The Group recognises a liability arising from compensation for termination of the employment relationship with employees, with a corresponding charge to profit or loss at the earlier of the following dates: A. when the Group cannot unilaterally withdraw the offer of termination benefits because of an employment termination plan or a curtailment proposal; B. when the Group recognises costs or expenses related to the restructuring that involves the payment of termination benefits.

The Group offers early retirement benefits to those employees who accept early retirement arrangements. The early retirement benefits refer to the salaries and social security contributions to be paid to and for the employees who accept voluntary retirement before the normal retirement date prescribed by the State, as approved by the management. The Group pays early retirement benefits to those early retired employees from the early retirement date until normal retirement date. The Group accounts for the early retirement benefits in accordance with the treatment of termination benefits, in which the salaries and social security contributions to be paid to and for the early retired employees from the off-duty date to the normal retirement date are recognised as liabilities with a corresponding charge to the profit or loss for the current period. The differences arising from the changes in the respective actuarial assumptions of the early retirement benefits and the adjustments of benefit standards are recognised in profit or loss in the period in which they occur.

21. Share-based payments and equity instruments 21.1 Classification of share-based payments A share-based payment is a transaction which the Group grants equity instruments, or incurs liabilities for amounts that are determined based on the price of equity instruments, in return for services rendered by employees. The Group's share-based payments include equity-settled share-based payments and cash-settled share-based payments.

21.1.1 Equity-settled share-based payments Equity-settled share-based payments in exchange for services rendered by employees are measured at the fair value of the equity instruments granted to employees at the grant date. At each balance sheet date during the vesting period, the Group makes the best estimate according to the subsequent latest information of change in the number of employees who are granted with options that may vest, etc. and revises the number of equity instruments expected to vest. The effect of the above estimate is recognized as related costs or expenses, with a corresponding adjustment to capital reserve.

For equity-settled share-based payments in exchange for services rendered by other parties, if the fair value of services from other parties can be measured reliably, they are measured at the fair value of services from other parties at the date when such services are received. If the fair value of services from other parties cannot be measured reliably but the fair value of the equity instruments can be measured reliably, they are measured at the fair value of the equity instruments at the date when such services are received. The fair value of the equity instruments are recognized as related costs or expenses, with a corresponding increase in capital reserve.

— F-42 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

21.2. Method of determining the fair value of equity instruments The value of share options granted by the company’s average share price at the exercise date

21.3. Method of determining the best estimate of exercisable equity instruments At each balance sheet date during the vesting period, the Group makes the best estimate according to the subsequent latest information of change in the number of employees who are granted with options that may vest, etc. and revises the number of equity instruments expected to vest.

22. Bonds payable According to the amount actually received (net of related transaction costs), the non-switching company bonds issued by the company as a liability. The premium or discount of bonds are recognised based on the differences arising between the bond issuance amount actually received and the total face value of the bonds. During the term of the bonds, accrued interest amount is based on the actual interest rate and according to the principle of borrowing costs.

When the company issued the switching company bonds, liabilities and equity should be split at the first time. Firstly, the fair value of the liability component should be recongised. Then, the fair value of the equity component is based on the whole issue price of bonds (net of related transaction costs) deduct of debt composition.

23. Accrued provisions When contingencies related obligations at the same time, with the following conditions, accrued provisions should be confirm: A. the obligation is the current liability of the company; B. the performance of the obligations are likely to result in an outflow of economic benefits; C. the amount of the obligation can be measured reliably.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account factors pertaining to a contingency such as the risks, uncertainties and time value of money. Where the effect of the time value of money is material, the amount of the provision is determined by discounting the related future cash outflows.

Where all or some of the expenditure required to settle a provision is expected to be reimbursed by a third party, the reimbursement is recognized as a separate asset only when it is virtually certain that reimbursement will be received, and the amount of reimbursement recognized does not exceed the carrying amount of the provision.

The main issues and reasons of the accrued provisions of the company: Onerous contract Onerous contract refers to the one that will come into effect after cost surpassing anticipated economic interest inevitably when fulfilling contractual obligations. The part that anticipated loss exceeds impairment loss (if any) confirmed by contractual underlying asset should be identified as estimated liabilities after the binding contract becoming onerous contract and obligations regulated by the latter confirms to the recognition conditions on the above estimated liabilities. Pending litigation Product quality assurance Restructuring obligations For publicly-announced and detailed official restructuring plan, estimated amount of liabilities should be

— F-43 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

determined in accordance with the direct expenditure related to the restructuring under the above recognition conditions on the estimated liabilities. Obligations over part of services sold regarding the restructuring will only be determined after our company commits to sell part of services (namely, binding sales agreement is made).

24. Revenue recognition 24.1 Sale of goods Revenue from sale of goods is recognized when A. the Group has transferred to the buyer the significant risks and rewards of ownership of the goods; B. the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; C. the amount of revenue can be measured reliably; D. it is probable that the associated economic benefits will flow to the Group; and E. the associated costs incurred or to be incurred can be measured reliably.

The amount of revenue is determined in accordance with the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company’s activities. Revenue is shown net of discounts and returns.

24.2 Revenue from rendering of services Revenue from rendering of services is recognized using the percentage of completion method at the balance sheet date. The stage of completion of a transaction for rendering for services is determined based on services performed to date as a percentage of total services to be performed.

Revenue from rendering of services is recognized when A. the amount of revenue can be measured reliably; B. it is probable that the associated economic benefits will flow to the enterprise; C. the stage of completion of the transaction can be determined reliably; and D. the associated costs incurred or to be incurred can be measured reliably.

When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue is recognized only to the extent of the costs incurred that will be recoverable, and the costs incurred are recognized as expenses for the period. When it is not probable that the costs incurred will be recovered, revenue is not recognized.

When the contract including sales of goods and services, if sales of goods and services can be measured separately, then they should be recognized separately; if they can’t, the all contract should be treat as sales of goods.

24.3 Use fee income According to the contract or agreement, revenue is recognized on an accrual basis occurred. Including: Rental development product, the date and cost by the contract or agreement, confirm the rental income.

24.4 Interest income Interest income is recognized on a time-proportion basis using the effective interest method.

25. Construction contracts Where the outcome of a construction contract can be estimated reliably, contract revenue and costs are recognized using the percentage of completion method at the balance sheet date. The stage of completion of a contract is determined using the proportion that actual contract costs incurred to date bears to the estimated

— F-44 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

total contract costs.

Where the outcome of a construction contract cannot be estimated reliably, (1) if contract costs are expected to be recoverable, contract revenue is recognized to the extent of contract costs that are expected to be recoverable; and contract costs are recognized as expenses in the period in which they are incurred; (2) if contract costs are not expected to be recoverable, they are recognized as expenses immediately when incurred and contract revenue is not recognized. When the uncertainties that prevented the outcome of the construction contract from being estimated reliably no longer exist, revenue and expenses associated with the construction contract are recognized using the percentage of completion method.

If the estimated total contract costs exceed total contract revenue, the expected loss is recognized immediately as an expense for the period.

The cumulative costs incurred and cumulative gross profits (or losses) recognized for contracts in progress and the progress billings are offset and the net amount is presented in the balance sheet. Where the aggregate of cumulative costs incurred and cumulative gross profits (or losses) recognized exceed the progress billings for contracts in progress, the surplus is shown as inventory. Where the progress billings for contracts in progress exceed the aggregate of cumulative costs incurred and cumulative gross profits (or losses) recognized, the surplus is shown as receipts in advance.

26. Government grants Government grants are transfer of monetary assets and non-monetary assets from the government to the Group at no consideration. A government grant is recognized only when the Group can comply with the conditions attaching to the grant and the Group will receive the grant.

If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair value. If the fair value cannot be reliably determined, it is measured at a nominal amount. A government grant measured at a nominal amount is recognized immediately in profit or loss for the period.

A government grant related to an asset is recognized as deferred income, and evenly amortized to profit or loss over the useful life of the related asset.

For a government grant related to income, if the grant i0s a compensation for related expenses or losses to be incurred in subsequent periods, the grant is recognized as deferred income, and recognized in profit or loss over the periods in which the related costs are recognized. If the grant is a compensation for related expenses or losses already incurred, the grant is recognized immediately in profit or loss for the period.

For repayment of a government grant already recognized, if there is related deferred income, the repayment is offset against the carrying amount of the deferred income, and any excess is recognized in profit or loss for the period. If there is no related deferred income, the repayment is recognized immediately in profit or loss for the period.

27. Deferred tax assets/ deferred tax liabilities The income tax expenses include current income tax and deferred income tax.

— F-45 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

27.1. Current income tax At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods are measured at the amount expected to be paid (or recovered) according to the requirements of tax laws.

27.2. Deferred tax assets and deferred tax liabilities For temporary differences between the carrying amounts of certain assets or liabilities and their tax base, or between the nil carrying amount of those Item that are not recognized as assets or liabilities and their tax base that can be determined according to tax laws, deferred tax assets and liabilities are recognized using the balance sheet liability method.

Deferred tax is generally recognized for all temporary differences. Deferred tax assets for deductible temporary differences are recognized to the extent that it is probable that taxable profits will be available against which the deductible temporary differences can be utilized. However, for temporary differences associated with the initial recognition of goodwill and the initial recognition of an asset or liability arising from a transaction (not a business combination) that affects neither the accounting profit nor taxable profits (or deductible losses) at the time of transaction, no deferred tax asset or liability is recognized.

For deductible losses and tax credits that can be carried forward, deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the deductible losses and tax credits can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates, according to tax laws, that are expected to apply in the period in which the asset is realized or the liability is settled.

Current and deferred tax expenses or income are recognized in profit or loss for the period, except when they arise from transactions or events that are directly recognized in other comprehensive income or in shareholders' equity, in which case they are recognized in other comprehensive income or in shareholders' equity; and when they arise from business combinations, in which case they adjust the carrying amount of goodwill.

At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it is no longer probable that sufficient taxable profits will be available in the future to allow the benefit of deferred tax assets to be utilized. Such reduction in amount is reversed when it becomes probable that sufficient taxable profits will be available.

When the Group has a legal right to settle on a net basis and intends either to settle on a net basis or to realize the assets and settle the liabilities simultaneously, current tax assets and current tax liabilities are offset and presented on a net basis.

When the Group has a legal right to settle current tax assets and liabilities on a net basis, and deferred tax

— F-46 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and presented on a net basis.

28. Operating leases and finance leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. If any of these tests are met, the lease is considered a finance lease: A.ownership of the asset is transferred to the lessee at the end of the lease term; B.the lease contains a bargain purchase option to buy the equipment at less than fair market value; C.the lease term is for the major part of the economic life of the asset even if title is not transferred; D.at the inception of the lease the present value of the minimum lease payments amounts to at least substantially all of the fair value of the leased asset. E.the leased assets are of a specialised nature such that only the lessee can use them without major modifications being made.

28.1. The Group as lessee under operating leases Operating lease payments are recognized on a straight-line basis over the term of the relevant lease, and are either included in the cost of related asset or charged to profit or loss for the period. Initial direct costs incurred are charged to profit or loss for the period. Contingent rents are charged to profit or loss in the period in which they are actually incurred.

28.2. The Group as lessor under operating leases Rental income from operating leases is recognized in profit or loss on a straight-line basis over the term of the relevant lease. Initial direct costs with more than an insignificant amount are capitalized when incurred, and are recognized in profit or loss on the same basis as rental income over the lease term. Other initial direct costs with an insignificant amount are charged to profit or loss in the period in which they are incurred. Contingent rents are charged to profit or loss in the period in which they actually arise.

28.3. The Group as lessee under finance leases At the commencement of the lease term, the Group records the leased asset at an amount equal to the lower of the fair value of the leased asset and the present value of the minimum lease payments at the inception of the lease, and recognizes a long-term payable at an amount equal to the minimum lease payments. The difference between the recorded amounts is accounted for as unrecognized finance charge. Besides, initial direct costs that are attributable to the leased item incurred during the process of negotiating and securing the lease agreement are also added to the amount recognized for the leased asset.

Unrecognized finance charges are recognized as finance charge for the period using the effective interest method over the lease term. Contingent rents are credited to profit or loss in the period in which they are actually incurred. The net amount of minimum lease payments less unrecognized finance charges is separated into long-term liabilities and the portion of long-term liabilities due within one year for presentation.

28.4. The Group as lessor under finance leases At the commencement of the lease term, the aggregate of the minimum lease receivable at the inception of the lease and the initial direct costs is recognized as a finance lease receivable, and the unguaranteed residual

— F-47 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

value is recorded at the same time. The difference between the aggregate of the minimum lease receivable, the initial direct costs and the unguaranteed residual value, and the aggregate of their present values is recognized as unearned finance income.

Unearned finance income is recognized as finance income for the period using the effective interest method over the lease term. Contingent rents are credited to profit or loss in the period in which they are actually incurred.

The net amount of financial lease receivables less unearned finance income is separated into long-term debts receivable and the portion of long-term debts receivable due within one year for presentation.

29. Assets held for sale Non-current assets including fixed assets, intangible assets, investment properties subsequently measured using cost model, long-term equity investments, etc. but excluding deferred tax asset, that the Group has determined to dispose of and has entered into an irrevocable transfer agreement with the transferee and it is highly probable that the transfer will be completed within one year, are accounted for as non-current assets held for sale. They are not depreciated or amortized, and are measured at the lower of carrying amount and fair value less costs to sell. If the disposal group is the asset group defined by "Enterprise Accounting Standards No. 8 -- impairment of assets", goodwill should apportion to the asset group through merger of enterprises. The disposal group included goodwill through merger of enterprises, if the disposal group is a business of the asset group.

If an asset or a disposal group has been classified as held for sale but the recognition criteria for non-current assets held for sale are no longer met, the Group shall cease to classify the asset or disposal group as held for sale. It shall be measured at the lower of (1) the carrying amount before the asset or disposal group was classified as held for sale, adjusted for any depreciation, amortization or impairment that would have been recognized had the asset or disposal group not been classified as held for sale; and (2) the recoverable amount at the date of the decision not to sell.

30. The fair value measurement Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions

30.1 Fair value at initial recognition When an asset is acquired or a liability is assumed in an exchange transaction for that asset or liability, the transaction price is the price paid to acquire the asset or received to assume the liability (an entry price). In contrast, the fair value of the asset or liability is the price that would be received to sell the asset or paid to transfer the liability (an exit price). Entities do not necessarily sell assets at the prices paid to acquire them. Similarly, entities do not necessarily transfer liabilities at the prices received to assume them. The company believes that the transaction price and the fair value is not equal in the following cases: A. Transactions is happen in related parties, and there is no evidence that the related party transaction is carried out under the market condition. B. The transaction is forced. C. The transaction price unit is different from the fair value unit.

— F-48 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

D. The trading market is not the main market (or the most favorable market)

In many cases the transaction price will equal the fair value (eg that might be the case when on the transaction date the transaction to buy an asset takes place in the market in which the asset would be sold). When determining whether fair value at initial recognition equals the transaction price, an entity shall take into account factors specific to the transaction and to the asset or liability.

30.2 Valuation techniques The objective of using a valuation technique is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. Three widely used valuation techniques are the market approach, the cost approach and the income approach. An entity shall use valuation techniques consistent with one or more of those approaches to measure fair value.

Valuation techniques used to measure fair value shall be applied consistently. However, a change in a valuation technique or its application (eg a change in its weighting when multiple valuation techniques are used or a change in an adjustment applied to a valuation technique) is appropriate if the change results in a measurement that is equally or more representative of fair value in the circumstances.

30.3 Fair value hierarchy In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or liability.

30.4 The fair value measurement approach The objective of a fair value measurement is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions.

— F-49 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

VI. ITEM OF TAXATION 1. Major categories of taxes and tax rates

Except the corporate income tax, the other tax rate is as follow: Item Ta x base Ta x rate

Added-value tax (Note 1) Taxable sales 3%-17%

GST products and services tax-excluding price 10% tax(Note 2)

HST harmonized sales tax tax-excluding price 13% (Note 3) Taxable business income , taxable The rate on value or the amount Consumption tax sales on volume method. Sales volume and the number of Resource tax The amount on volume method. taxable products for personal use Turnover tax Taxable income 3%-5% City maintenance and Turnover tax 1%ǃ5%ǃ7% construction tax Corporate income tax (Note 4) 15%ǃ16.5%ǃ22%ǃ25%ǃ28%ǃ Taxable income 30% Prepayment : depend on the advance house payment and paid 1%-5% parking place Land value-added tax Value added achieved by the 30%-60% transfer of real estate (Extra progressive tax rate)

Note: A. According to South Korean tax regulations, the added-value tax in Korea real estate companies is 11%. Value added tax payable is the difference with the current VAT input tax and the current income tax. B. GST products and services tax is 10% based on the Australian tax law tax in the sales process. C. HST harmonized sales tax is 13% based on the Canadian tax law in the sales process. D. The company is engaged in real estate development; construction and financial service, which was calculated and paid business tax at 5%; 3% originally. According to < Notice on VAT Policy for Finance; Real estate and Education services Sectors jointly issued by the Ministry of Finance and the State Administration of Taxation> (Taxation [2016] No.140); < Notice on Tax Policy Concerning Nationwide Implementation of VAT Pilot Program> (Taxation [2016] No.36) and relevant regulations, the income of Real estate development, Construction and Financial service from the Company and subsidiaries taxed by VAT 11% and 6% from May 1st 2016. E.Corporate income tax is 25% in China; corporate income tax is 16.5% in Hongkong; corporate income tax is 22 % in South Korean; corporate income tax is 15% in USA; corporate income tax is 30% in Australia; corporate income tax is 22% in UK; corporate income tax is 16.5% in Canada; corporate income tax is 28% in Malaysia.

2. Tax incentive and approval According to the Ministry of finance, the General Administration of customs and the State Administration of Taxation issued “The notice on the further implementation of the relevant tax policies for the western development strategy “(taxation [2011] No. 58). Greenland Small loan Ltd. in Chongqing bonded port area which is the subsidiary of the Company uses 15% as corporate income tax from 2014 to 2020

— F-50 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

VI. NOTES TO MAJOR ITEM OF CONSOLIDATED FINANCIAL STATEMENTS

1ˊ Cash and bank balances

Item Closing balance Opening balance

Cash 195,705,726.09 12,300,962.14

Bank balances 52,764,250,740.65 41,349,929,002.43

Other currency funds 9,721,670,243.24 2,446,469,146.12

Total 62,681,626,709.98 43,808,699,110.69

Total amount deposited abroad 2,710,486,145.90 2,277,695,886.13

Notes: Restricted funds of cash and bank balances are CNY 5,328,324,535.44 until 31 December 2016, including

CNY2, 541,422,967.20 in bank balances and CNY 2,786,901,568.24 in other currency funds.

2. Financial assets at fair value through profit and loss

Item Closing balance Opening balance

1. Financial assets held for trading 6,870,966,317.96 4,114,476,914.32

Including:Held-for-trading 6,870,966,317.96 4,114,476,914.32 investments in equity instruments

Total 6,870,966,317.96 4,114,476,914.32

3. Financial derivative

Item Closing balance Opening balance

Foreign currency forward 485,828,852.28 - contracts

Total 485,828,852.28 -

The company bought the forward exchange agreement in the second half of 2016, in order to evade the risk of

CNY currency rate fluctuation, and avoid numerous currency exchange loss. The company verifies the fair value of non-deliverable forward exchange agreement by the evaluation notification from the bank in the end of the year.

4. Notes receivable

4.1 Disclosure of notes receivable by categories

Item Closing balance Opening balance

Bank acceptances 111,372,249.86 163,080,660.63

Commercial acceptances 958,284,904.89 878,033,956.74

Total 1,069,657,154.75 1,041,114,617.37

— F-51 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

4.2 The notes receivable which has not yet expired has been endorsed or discount has not yet expired

The notes receivable which has The notes receivable which has Item expired not yet expired

Bank acceptances - 98,020,000.00

Commercial acceptances - 18,814,205.09

Total - 116,834,205.09

5. Accounts receivable

5.1 Disclosure of accounts receivable by categories

Closing Banlance

Carrying amount Bad debt provision Category Proportion Carrying Value Amount Amount Proportion˄%˅ ˄%˅

Accounts receivable that are individually significant but for 1,637,704,927.84 6.06 884,168,447.53 53.99 753,536,480.31 which bad debt provision has been assessed

Subtotal of portfolios 25,221,329,233.81 93.30 472,137,596.92 1.87 24,749,191,636.89

The aging analysis of portfolio 24,762,497,981.02 91.60 472,137,596.92 1.91 24,290,360,384.10

Margin portfolio 458,831,252.79 1.70 - - 458,831,252.79

Accounts receivable that are not individually significant but for 174,640,754.19 0.64 126,620,435.30 72.50 48,020,318.89 which bad debt provision has been assessed individually

Total 27,033,674,915.84 100.00 1,482,926,479.75 5.49 25,550,748,436.09

˄Continued˅

Opening Banlance

Carrying amount Bad debt provision Category Proportion Carrying Value Amount Amount Proportion˄%˅ ˄%˅

Accounts receivable that are individually significant but for 1,005,796,068.58 7.13 425,998,422.99 42.35 579,797,645.59 which bad debt provision has been assessed

— F-52 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Opening Banlance

Carrying amount Bad debt provision Category Proportion Carrying Value Amount Amount Proportion˄%˅ ˄%˅

Subtotal of portfolios 12,994,454,944.00 92.23 295,894,157.77 2.28 12,698,560,786.23

The aging analysis of portfolio 12,994,454,944.00 92.23 295,894,157.77 2.28 12,698,560,786.23

Accounts receivable that are not

individually significant but for 89,594,526.57 0.64 41,444,781.69 46.26 48,149,744.88 which bad debt provision has

been assessed individually

Total 14,089,845,539.15 100.00 763,337,362.45 5.42 13,326,508,176.70

5.1.1 Accounts receivable that are individually significant at the end of the period but for which bad debt

provision has been assessed individually

Closing Banlance

Proportion The name of the debtor Amount of bad Carrying amount of provision Reasons for the provision debt (%)

Depends on the recoverable A bureau 376,182,503.80 37,618,250.38 10.00 money in future

B Company 216,404,553.69 216,404,553.69 100.00 Hard to get back

C Company 51,507,231.16 51,507,231.16 100.00 Hard to get back

Depends on the recoverable D Company 24,917,263.00 6,229,315.75 25.00 money in future

Depends on the recoverable E Company 51,328,443.53 25,664,221.77 50.00 money in future

F Company 47,102,754.02 47,102,754.02 100.00 Hard to get back

Depends on the recoverable G Company 231,500,000.00 115,750,000.00 50.00 money in future

H Company 54,443,838.33 54,443,838.33 100.00 Hard to get back

Depends on the recoverable I Company 224,550,000.00 112,275,000.00 50.00 money in future

Depends on the recoverable J Company 126,578,784.80 63,289,392.40 50.00 money in future

— F-53 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Depends on the recoverable K Company 115,934,807.63 57,967,403.81 50.00 money in future

Depends on the recoverable L Company 28,451,015.55 7,112,753.89 25.00 money in future

M Company 88,803,732.33 88,803,732.33 100.00 Hard to get back

Total 1,637,704,927.84 884,168,447.53 —— ——

5.1.2 The aging analysis of bad debt provision in portfolio basis

Closing Banlance Aging Carrying amount Provision Carrying amount

Within 1 year 19,764,824,368.19 142,982,728.26 0.72

More than 1 year but not exceeding 2 3,368,653,881.11 182,628,834.52 5.42 years

More than 2 year but not exceeding 3 888,534,989.43 45,513,514.11 5.12 years

More than 3 year but not exceeding 4 480,068,274.37 49,285,635.45 10.27 years

More than 4 year but not exceeding 5 111,287,256.01 11,421,672.99 10.26 years

More than 5 years 149,129,211.91 40,305,211.59 27.03

Total 24,762,497,981.02 472,137,596.92 ——

5.2 The situation about withdraw or reversal of provision for bad debts For the year, the amount of accounts receivable write-off is CNY 548,715,898.83, the bad debts transfer in CNY 170,873,218.47, and reversed bad debt allowance or recovered bad debts of CNY nil.

5.3 Top five advanced payments to suppliers For the period ending December 31 2016, the largest five debtors hold the Accounts Receivable balance of CNY 1,589,027,030.05, which accounts for 5.88% of the total Accounts Receivable balance, the corresponding provision for bad debts closing balance aggregated amount is CNY 47,936,138.91.

6. Prepayments

6.1 Aging analysis of prepayments is as follows:

Closing balance Opening balance Aging Amount Proportion (%) Amount Proportion (%)

Within 1 year

More than 1 year but not exceeding

— F-54 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Opening balance Aging Amount Proportion (%) Amount Proportion (%)

2 years

More than 2 years but not exceeding

3 years

More than 3 years

Total 33,873,268,520.14 —— 22,724,059,833.69 ——

6.2 Top five advanced payments to suppliers As of December 31, 2016, the top five balances of advanced payment to suppliers amounted to CNY 3,484,332,117.52, accounting for 10.29% of total advanced payments to suppliers. Amount of bad debt for prepayments is CNY 113,872,910.22. The year end of amount of bad debt is CNY 426,431,447.68.

7. Interest receivable

7.1 Disclosure of interest receivable by categories:

Item Closing balance Opening balance

Interest on loans 27,958,494.95 83,942,095.30

Bond investment income - 32,856.00

Others - 78,986.00

Total 27,958,494.95 84,053,937.30

8. Dividends receivable

Item Closing balance Opening balance

Dividends receivable aged 220,178,819.32 1,071,881,719.38 within 1 year

Including: - -

Shanghai Greenland Hengbin - 1,046,646,719.38 Properties Ltd.

Jiujiang Metropolis Industrial - 25,235,000.00 Ltd.

Beijing Jinhaowanhua 211,710,000.00 - Properties Ltd.

Shanghai Greenland Property 5,968,819.32 - Development Ltd.

Guizhou Anshun Construction 2,500,000.00 - Engineering Ltd.

— F-55 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

Dividends receivable aged more 20,026,279.77 20,026,279.77 than 1 year

Including: - -

Shanghai Xinhua Publisher 17,528,779.77 17,528,779.77 Group Ltd.

Shanghai Changlv Properties 2,497,500.00 2,497,500.00 Ltd.

Total 240,205,099.09 1,091,907,999.15

9. Other receivables

9.1Disclosure of other receivables by categories:

Closing balance

Carrying amount Bad debt provision Category Proportion Proportion Carrying Value Amount Amount (%) (%)

Other receivables that are individually significant and for which bad debt 3,016,429,234.69 7.16 1,165,792,042.55 38.64 1,850,637,192.14 provision has been assessed individually

Subtotal of portfolios 38,939,728,396.82 92.46 961,208,779.67 2.47 37,978,519,617.15

Margin portfolio 19,093,382,819.65 45.33 - - 19,093,382,819.65

The aging analysis of portfolio 19,846,345,577.17 47.13 961,208,779.67 4.84 18,885,136,797.50

Other receivables that are not individually significant but for which 160,882,018.5 0.38 157,947,972.74 98.18 2,934,045.76 bad debt provision has been assessed individually

Total 42,117,039,650.01 100.00 2,284,948,794.96 5.43 39,832,090,855.05

— F-56 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

˄Continued˅

Opening balance

Carrying amount Bad debt provision Category Proportion Carrying Value Amount Proportion (%) Amount (%)

Other receivables that are individually significant and for which bad debt 1,543,787,588.22 3.41 348,188,420.81 22.55 1,195,599,167.41 provision has been assessed individually

Subtotal of portfolios 43,500,379,893.10 96.11 972,694,570.07 2.24 42,527,685,323.03

Margin portfolio 22,020,065,416.00 48.65 15,933.90 - 22,020,049,482.10

The aging analysis of portfolio 21,480,314,477.10 47.46 972,678,636.17 4.53 20,507,635,840.93

Other receivables that are not individually significant but for which 215,062,441.18 0.48 202,260,265.11 94.05 12,802,176.07 bad debt provision has been assessed individually

Total 45,259,229,922.50 100.00 1,523,143,255.99 3.37 43,736,086,666.51

9.1.1 Other receivables that is individually significant at the end of the period for which bad debt provision has been assessed individually

Closing banlance

Corporation of creditor's rights Proportion Amount Amount of bad debt Reason ˄%˅

A Company 39,022,250.00 39,022,250.00 100.00 Hard to get back

B Company 20,000,000.00 20,000,000.00 100.00 Hard to get back

C Company 39,469,167.40 39,469,167.40 100.00 Hard to get back

Mr. D 43,384,951.00 43,384,951.00 100.00 Hard to get back

Depends on the recoverable E Company 107,900,000.00 27,235,140.79 25.24 money in future

Depends on the recoverable F Company 677,743,306.94 171,069,827.50 25.24 money in future

G Company 22,529,000.00 22,529,000.00 100.00 Hard to get back

H Company 30,386,356.54 30,386,356.54 100.00 Hard to get back

I Fund 24,985,548.44 24,985,548.44 100.00 Hard to get back

— F-57 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Closing banlance

Corporation of creditor's rights Proportion Amount Amount of bad debt Reason ˄%˅

Depends on the recoverable J Company 157,940,278.00 78,970,139.00 50.00 money in future

K Company 39,677,348.33 39,677,348.33 100.00 Hard to get back

Mr. L 68,507,666.00 68,507,666.00 100.00 Hard to get back

Depends on the recoverable M Company 34,270,000.00 6,854,000.00 20.00 money in future

Depends on the recoverable N Company 67,361,338.77 33,680,669.38 50.00 money in future

Depends on the recoverable O Company 38,634,815.99 38,634,815.99 100.00 money in future

Shanghai Yunfeng (Group) Ltd.& Depends on the recoverable 1,604,617,207.28 481,385,162.18 30.00 Subsidiaries money in future

Total 3,016,429,234.69 1,165,792,042.55 —— ——

9.1.2Other receivables portfolios for which bad debt provision has been assessed using the aging analysis approach

Closing balance Aging Amount Bad debt provision Proportion (%)

Within 1 year 12,561,759,464.24 104,515,378.49 0.83

More than 1 year but not exceeding 2 2,984,217,983.21 277,368,078.23 9.29 years

More than 2 years but not exceeding 3 2,035,514,341.63 133,271,511.92 6.55 years

More than 3 years but not exceeding 4 838,394,831.09 126,041,700.51 15.03 years

More than 4 years but not exceeding 5 532,846,804.15 67,734,742.24 12.71 years

More than 5 years 893,612,152.85 252,277,368.28 28.23

Total 19,846,345,577.17 961,208,779.67 ——

9.2 The situation about withdraw or reversal of provision for bad debts For the year, the provision for bad debts amounted to CNY 611,763,036.08, the bad debts transfer in CNY 159,624,149.78, and transfer out CNY 9,600,006.39 in the scope of consolidation variation, the amount of

— F-58 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

other receivable write-off is CNY 18,359.50, and reversed bad debt allowance or recovered bad debts of CNY nil.

9.3 The actual write-offs of other receivables

Item Amount

The actual write-offs of other receivables 18,359.50

9.4 Categories of other receivables in accordance with nature

Nature Closing banlance Opening balance

Margin portfolio 19,093,382,819.65 22,020,065,416.00

Receivables of Unrelated Parties 10,322,208,471.04 13,324,132,747.92

Receivables of Related Parties 9,915,031,758.58

Total 42,117,039,650.01 45,259,229,922.50

9.5 Top five entities with the largest balances of other receivables

Bad debt Debtors Nature Amount Aging Proportion˄%˅ provision

Shanghai Jianghan Real Estate Accounts 833,113,297.06 Within 1 year 1.98 8,331,132.97 Development Co.Ltd.

Shanghai Municipal Bureau of planning and land resources Margin 1,223,370,000.00 Within 1 year 2.90 -

Administration

More than 1 year but not Xuhui Group Ltd. Accounts 895,614,050.52 2.13 8,956,140.51 exceeding 2 years

Jinan Xiaoqinghe Construction Margin 850,000,000.00 More than 3 years 2.02 - Development Investment Ltd.

Nanjing Huaqiaocheng Properties Accounts 843,676,854.17 Within 1 year 2.00 8,436,768.54 Ltd.

Total —— 4,645,774,201.75 —— 11.03 25,724,042.02

10. Inventories

10.1 Categories of inventories

Closing balance Category Carrying amount Provision Carrying amount

Raw materials 414,416,951.90 29,073,389.89 385,343,562.01

Work-in-progress 9,786,263.77 - 9,786,263.77

Merchandise 1,264,502,556.11 126,552,222.32 1,137,950,333.79

— F-59 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Category Carrying amount Provision Carrying amount

Revolving materials 31,618,733.67 274.00 31,618,459.67

Project construction 10,803,908,770.24 5,215,500.06 10,798,693,270.18

Cost of development 378,260,890,875.88 175,070,778.65 378,085,820,097.23

Development product 94,871,519,237.52 1,137,473,274.42 93,734,045,963.10

Leasing development 310,331,565.92 - 310,331,565.92 product

Commissioned 92,789.56 - 92,789.56 processing materials

Cost of production 1,632,691.60 - 1,632,691.60

Materials in transit 37,564,502.40 - 37,564,502.40

Total 486,006,264,938.57 1,473,385,439.34 484,532,879,499.23

˄Continued˅

Opening balance Item Carrying amount Provision Carrying value

Raw materials 123,115,642.65 1,109,519.32 122,006,123.33

Work-in-progress 5,611,195.35 - 5,611,195.35

Merchandise 3,934,608,043.38 487,763,534.82 3,446,844,508.56

Revolving materials 26,136,918.48 274.00 26,136,644.48

Project construction 9,715,056,557.18 5,215,500.06 9,709,841,057.12

Cost of development 334,459,462,407.68 22,508,000.00 334,436,954,407.68

Development product 50,193,557,764.15 1,182,387,879.09 49,011,169,885.06

Leasing development 262,079,139.60 - 262,079,139.60 product

Cost of production 40,478,245.48 - 40,478,245.48

Total 398,760,105,913.95 1,698,984,707.29 397,061,121,206.66

— F-60 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

10.2 Provision for decline in value of inventories

Increase in the current period Decrease in the current period

Category Opening balance Reversals or Closing balance Accrual Others Others write-offs

Raw materials 1,109,519.32 27,963,870.57 - - - 29,073,389.89

Merchandise 487,763,534.82 -333,202,608.72 - 2,614,079.92 25,394,623.86 126,552,222.32

Revolving 274.00 - - - - 274.00 materials

Project 5,215,500.06 - - - - 5,215,500.06 construction

Cost of 22,508,000.00 152,562,778.65 - - - 175,070,778.65 development

Development 1,182,387,879.09 71,008,602.37 - 115,923,207.04 - 1,137,473,274.42 product

Total 1,698,984,707.29 -81,667,357.13 - 118,537,286.96 25,394,623.86 1,473,385,439.34

10.3 The foundation of the provision for decline in value of inventories and the reason of reversals or write-offs in the current period

Particular basis of the provision for decline in value Reason of current Category Reason of current charge-offs of inventories reversal

Raw materials using market value as net realizable Raw materials value to calculate the provision for decline in value üü üü of inventories

Raw materials using market value as net realizable Transfer out with current Merchandise value to calculate the provision for decline in value üü merchandise sales. of inventories

The net realizable value of development product is Cost of the estimated sale price of this inventory minus the üü üü development estimated cost and marketing expenses and related taxes.

The net realizable value of development product is Development Transfer out with current the estimated sale price of this inventory minus the üü product development product sales. estimated marketing expenses and related taxes.

— F-61 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

10.4 Cost of development

Closing Estimated Starting Estimated gross provision for Projects completion Opening balance Closing balance dates investment decline in value dates of inventories

Work in 974,551,111,402.88 316,863,539,745.31 335,737,155,863.43 175,070,778.65 progress

Including˖

Qidong

Chonghe-Qidong 2014-10 2019-11 22,256,000,000.00 6,565,747,430.70 8,471,440,142.66 - Xinchunsha

Project

Hangzhou

Dongcheng-Gree 2014-3 2018-12 10,400,000,000.00 6,998,311,449.02 7,458,209,218.63 - nland Huajiachi

No.1 Project

Jiangxi

International 2014-4 2017 26,000,000,000.00 4,476,498,156.67 7,395,335,769.92 -

Expo City

Kaitai - Xujing

Exhibition Center 2014-10 2018-9 14,316,371,207.31 6,173,948,037.67 6,857,428,771.70 -

Project

Putuo Xinlongji 2014-11 2017-12 7,400,000,000.00 3,728,996,331.62 4,581,555,188.39 - Project

Shengyuan -

Shanghai

Pingliang 2013-3 2017-6 8,429,907,238.30 3,609,576,111.57 4,385,940,551.11 -

Community Lane

23 Project

International

Finance City 2011-1 2018-1 19,509,324,699.00 3,370,315,677.46 4,264,862,653.94 -

Project

Greenland 2014-4 2017-5 4,976,249,000.00 2,316,614,449.78 4,224,092,729.06 -

— F-62 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Closing Estimated Starting Estimated gross provision for Projects completion Opening balance Closing balance dates investment decline in value dates of inventories

Xinduhui Center

Jingcheng -

Beijing Daxing

District 2016-11 2019-1 4,858,580,000.00 - 4,190,204,645.62 -

Greenland

Xingjingyuan

Planned development 17,595,922,662.37 42,523,735,012.45 - products

Including˖

New York City

Brooklyn Atlantic 2014-12 2027-12 44,396,800,000.00 - 9,872,657,250.70 -

Plaza

Jinan

Nanbeikang Null Null Null - 8,774,786,000.00 -

Project

Hunan Rd 2017-5 2019-11 14,349,710,000.00 - 4,871,498,204.90 - No.2016G43 Plot

Zhengfang

Avenue 2017-4 2018-3 5,568,790,000.00 - 3,179,857,437.92 -

No.2016G44 Plot

Yuanxiang -

Jiangsu Wujiang

Xiarong Street Null Null Null - 1,977,578,496.76 -

Project (Taihu

Properties Ltd.)

Nanchang

Shenyang 2016 2018 3,200,000,000.00 - 1,678,729,470.65 -

Properties Ltd.

— F-63 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Closing Estimated Starting Estimated gross provision for Projects completion Opening balance Closing balance dates investment decline in value dates of inventories

Suzhou Lvying 2016 2018 3,000,000,000.00 - 1,650,194,838.68 - Properties Ltd.

Haimen Chonghe

- Haimen Null Null Null 616,158,830.30 1,364,606,349.24 - Xinchunsha

Project

Guangxi

Greenland Xintie 2016 2017 3,000,000,000.00 - 1,084,516,768.41 -

Properties Ltd.

Haxi Central 2017-8 2019-10 665,662,129.00 687,585,674.08 - Plaza Project

Fengrun

Properties -

Nanqiao Null Null Null 645,159,157.50 676,702,357.86 - Xincheng

No.04-11A-02

Plot

Total 334,459,462,407.68 378,260,890,875.88 -

10.5 Development Products

Closing provision

Completion Increase in the Decrease in the for decline in Projects Opening balance Closing balance dates period period value of

inventories

Total

development 50,193,557,764.15 159,798,921,825.49 115,120,960,352.12 94,871,519,237.52 1,137,473,274.42

products

Including˖

Greenland-East 2015-12 - 3,254,456,869.38 525,672,867.15 2,728,784,002.23 - village

— F-64 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Zhenru the City 2015-7 1,230,759,290.82 563,461,183.39 54,939,284.69 1,739,281,189.52 - Sub-center B2

Jinan Puli Center 1,602,936,660.14 239,808,739.56 181,819,369.17 1,660,926,030.53 - Project Podiums

Lane Zhao –

Qingpu

Zhaoxiang 2016-8 - 2,998,326,313.76 1,348,696,615.44 1,649,629,698.32 -

townG1-04

Plot

Zhengzhou

Greenland 2016-12 - 4,886,950,518.10 3,307,105,227.46 1,579,845,290.64 -

Metropolitan

Xuzhou

Xincheng-Greenla 2015-5 - 2,322,226,240.08 787,339,715.09 1,534,886,524.99 - nd Commerce city

Songyu

Greenland 2016-12 - 2,563,745,301.62 1,053,455,438.05 1,510,289,863.57 - Sheshanmingy

uan Project

Kunming Wuhua 2016 492,340,431.18 1,295,690,253.06 366,081,445.89 1,421,949,238.35 - Yunduhui

Hangzhou

Tuojiang-Xu 2016-7 - 5,552,284,853.80 4,172,202,737.29 1,380,082,116.51 -

hui City

Jinsha Harbor 2015-12 - 1,315,072,193.32 - 1,315,072,193.32 - Project one

Total 50,193,557,764.15 159,798,921,825.49 115,120,960,352.12 94,871,519,237.52 1,137,473,274.42

— F-65 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

10.6 Leasing Development Products

Closing

provision Current Projects Opening balance Current decrease Closing balance for decline increase in value of

inventories

Shanghai Pujiang Wal-mart 5,799,183.22 - 5,799,183.22 - - Commercial Plaza Project

Jinan International Huadu A3 2,771,344.13 - 2,771,344.13 - - the Second Phase Project

Jinan Puli Center Project 156,889,796.60 58,642,575.53 5,483,387.96 210,048,984.17 - Podiums

Jinzhou the Window of

Greenland, the First Phase 47,786,573.80 - 47,786,573.80 - -

Completed Unsold Store

Chan City Greenland Center 48,832,241.85 49,098,392.62 - 97,930,634.47 - Project

Greenland new city - 2,375,431.33 23,484.05 2,351,947.28 -

Total 262,079,139.60 110,116,399.48 61,863,973.16 310,331,565.92 -

10.7 Provision for decline in value of inventories˖

Decrease in the current period Provision in the Item Opening balance Closing balance current period Reversals Write-offs

Construction project

-Shenyang Lvjian 5,215,500.06 - - - 5,215,500.06 Installation Project

Subtotal 5,215,500.06 - - - 5,215,500.06

Cost of development project

-Jiangxi Dragon and Tiger

Mountain Hongwuhu 22,508,000.00 - - - 22,508,000.00

Holiday vilage

— F-66 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Decrease in the current period Provision in the Item Opening balance Closing balance current period Reversals Write-offs

Jiangxi Shenjiang - Bali - 34,903,872.00 - - 34,903,872.00 Holiday

Haitang Harbor 2 - 6,805,868.47 - - 6,805,868.47

Haiyu - Lanyu - 3,721,792.60 - - 3,721,792.60

Guiyang Properties - - 12,015,260.71 - - 12,015,260.71 Baiyun Yidun Club

Sydney Greenland Center - 653,253.90 - - 653,253.90 - Residence Project

Greenland Nanjing High

Speed Railway South - 94,462,730.97 - - 94,462,730.97

Station Project

Subtotal 22,508,000.00 152,562,778.65 - - 175,070,778.65

Development Product

Project

-Mudanjiang Shanghai - 17,044,032.99 - - 17,044,032.99 Impression Project

-Sainalishe Project 141,029,244.90 15,229,648.50 - - 156,258,893.40

-Guiyang-Yidun Residence 6,718,705.26 1,583,409.81 - - 8,302,115.07 Project

-Shanghai Songhong 325,771,038.02 637,101.20 - - 326,408,139.22 Project etc.

-Shanghai the Central Real 294,724,451.14 - - - 294,724,451.14 Estate Project

-Shanghai Afforestation

Company Afforestation 2,929,919.00 - - - 2,929,919.00

Project

-Shanghai Eastern 18,162,815.00 - - - 18,162,815.00 Cambridge

-Wuxi Xishui East 52,240,754.71 - - 41,244,967.64 10,995,787.07

-Xuzhou Century City 67,699,455.75 - - - 67,699,455.75

— F-67 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Decrease in the current period Provision in the Item Opening balance Closing balance current period Reversals Write-offs

Project

-Shenyang lvjian Hongda 12,749,205.39 - - - 12,749,205.39 Xiaodong Project

Guiyang-Greenland

Metropolitan Project 24,491,081.73 192,224.51 - - 24,683,306.24

(Guiyang Gaoxin)

-Ningbo Bihu International 138,805,505.19 4,892,459.67 - 71,624,769.82 72,073,195.04

-Hai Chang Liu 3,053,469.58 - - 3,053,469.58 -

-Greenland Century City 61,297,715.10 6,247,017.21 - - 67,544,732.31 ċ-Louvre Residence

-Mudanjiang Sea Area

White Birch Yuan Villa 14,696,095.27 -14,696,095.27 - - -

Project

-International Huadu 1,994,637.35 2,857,128.44 - - 4,851,765.79 Project

-Mudanjiang William 16,023,785.70 -13,481,414.18 - - 2,542,371.52 Residence Project

Xuzhou - 20,267,494.44 - - 20,267,494.44 Xincheng-Commerce City

Huaian Project - 14,791,521.49 - - 14,791,521.49

Zhenjiang High Speed - 15,444,073.56 - - 15,444,073.56 Railway Project

Subtotal 1,182,387,879.09 71,008,602.37 - 115,923,207.04 1,137,473,274.42

Total 1,210,111,379.15 223,571,381.02 - 115,923,207.04 1,317,759,553.13

10.8 The closing balance of inventories contains the amount of capitalizing loan cost CNY

26,584,728,377.28.

10.9 The situation of completed unliquidated assets formed by construction contracts

Item Amount

Aggregate amount ot costs incurred 210,128,023,928.28

Aggregate gross profits acknowledged 10,873,594,052.77

— F-68 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Amount

Less: expected loss 5,215,500.05

Settlement Amount 210,197,709,210.82

Completed unliquidated assets formed by construction 10,798,693,270.18 contracts

10.10 The closing balance of inventories for debt guarantees is CNY 173,661,694,947.51. Please refer

Notes 69.

11. Non-current assets due within one year

Item Closing balance Opening balance Remarks

Other non current assets due within one year˄including entrust 1,616,949,998.26 4,176,250,000.00 Please refer Notes VI 27 loans˅

Long term receivables due within one year 169,846,266.52 - Please refer Notes VI 16

Loans and advances due within one year 1,540,637,330.56 1,835,324,039.17 Please refer Notes VI 13

Investments held to maturity due within one year 282,634,836.03 - Please refer Notes VI 15

Total 3,610,068,431.37 6,011,574,039.17 ——

For the year, the provision for bad debts of other non current assets due within one year˄including entrust loans˅ amounted to CNY 6,100,000.00.

12. Other current assets

Item Closing balance Opening balance

Available-for-sale financial assets 790,000,000.00 861,000,000.00

Held-to-maturity investment 250,000,000.00 52,000,000.00

Entrusted loan 33,696,683.59 233,696,683.59

Financial products 470,000,000.00 793,000,000.00

Prepaid expenses 20,531,815.26 11,412,797.77

Prepay taxes 9,876,627,651.12 7,386,500,946.39

Loans and receivable 557,048,753.11 -

Others 1,598,490.59 -

Total 11,999,503,393.67 9,337,610,427.75

For the year, the provision for bad debts of Loans and receivable amounted to CNY6, 385,070.76.

— F-69 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

13. Loans and advances`

13.1 Categories of loans and advances to customers

Closing balance

Carrying amount Bad debt provision Category Proportion Amount Proportion˄%˅ Amount ˄%˅

Loans 1,786,647,417.41 94.80 48,923,741.65 2.74

Pawn balance 97,958,784.93 5.20 23,957,638.13 24.46

Total loans and advances 1,884,606,202.34 100.00 72,881,379.78 3.87

Less: Loans and advances due 1,586,559,757.32 84.19 45,922,426.76 2.89 within one year

The book value of loans and 298,046,445.02 15.81 26,958,953.02 9.05 advances

˄Continued˅

Opening balance

Carrying amount Bad debt provision Category Proportion Amount Proportion˄%˅ Amount ˄%˅

Loans 2,001,365,388.96 95.33 33,077,075.47 1.65

Pawn balance 98,024,794.93 4.67 3,971,000.00 4.05

Total loans and advances 2,099,390,183.89 100.00 37,048,075.47 1.76

Less: Loans and advances due 1,866,376,277.97 88.90 31,052,238.80 1.66 within one year

The book value of loans and 233,013,905.92 11.10 5,995,836.67 2.57 advances

Notes: Loans classified by five provisions for loan losses. All pawn balance has pledge or collateral security, so no provision for impairment.

13.2 Loans and advances to customers by individual and corporate

Item Closing balance Opening balance

Personal loans and advances 588,116,288.41 1,299,767,301.28

Including: Loans 49,027,454.00 1,027,121,681.28

Housing mortgage 10,350,801.43 15,020,000.00

Others 528,738,032.98 257,625,620.00

— F-70 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

Corporate loans and advances 1,296,489,913.93 799,622,882.61

Including: Loans 1,296,489,913.93 799,622,882.61

Total 1,884,606,202.34 2,099,390,183.89

Less: Loan loss provisions 72,881,379.78 37,048,075.47

Including: Specific provision 23,957,638.13 3,971,000.00

Collective provision 48,923,741.65 33,077,075.47

Less: Loans and advances due within one year 1,540,637,330.56 1,835,324,039.17

The carrying amount of loans and advances 271,087,492.00 227,018,069.25

13.3 Loans and advances to customers by way of security

Item Closing balance Opening balance

Credit Loans 6,108,621.23 4,282,163.27

Guaranteed loans 385,027,582.10 563,573,725.61

Secured loans 1,493,469,999.01 1,531,534,295.01

Including: Mortgage 1,090,425,514.01 917,212,876.51

Pledged 403,044,485.00 614,321,418.50

Total 1,884,606,202.34 2,099,390,183.89

Less: Loan loss provisions 72,881,379.78 37,048,075.47

Including: Specific provision 23,957,638.13 3,971,000.00

Collective provision 48,923,741.65 33,077,075.47

Less: Loans and advances due within one year 1,540,637,330.56 1,835,324,039.17

The carrying amount of loans and advances 271,087,492.00 227,018,069.25

13.4 Loans and advances to customers by region

Proportion Proportion Region Closing balance Opening balance (%) (%)

East China 1,500,515,928.34 79.62 1,567,372,003.89 74.66

Southwest China 384,090,274.00 20.38 532,018,180.00 25.34

Total 1,884,606,202.34 100.00 2,099,390,183.89 100.00

Less: Loan loss provisions 72,881,379.78 —— 37,048,075.47 ——

Including: Specific provision 23,957,638.13 —— 3,971,000.00 ——

Collective provision 48,923,741.65 —— 33,077,075.47 ——

Less: Loans and advances due within 1,540,637,330.56 —— 1,835,324,039.17 —— one year

— F-71 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Proportion Proportion Region Closing balance Opening balance (%) (%)

The carrying amount of loans and 271,087,492.00 —— 227,018,069.25 —— advances

13.5 Loans and advances to customers by industry

Proportion Proportion Item Closing balance Opening balance (%) (%)

Agriculture, forestry, animal husbandry 48,740,000.00 2.59 20,800,000.00 0.99 and fishery services

Manufacturing industry 120,839,000.00 6.41 103,893,575.17 4.95

Architecture industry 384,490,731.71 20.40 575,167,894.14 27.40

Wholesale Trade 125,050,881.10 6.64 204,404,535.58 9.74

Service industry 278,549,430.87 14.78 68,518,993.77 3.26

Real estate 243,270,770.25 12.91 472,077,600.56 22.49

Individual 398,858,734.41 21.16 535,177,774.67 25.49

Gold and silver jewelry and raw - - 99,810.00 - materials pawn broking

Retail industry 11,200,000.00 0.59 49,400,000.00 2.35

Other industries 273,606,654.00 14.52 69,850,000.00 3.33

Total 1,884,606,202.34 100.00 2,099,390,183.89 100.00

Less: Loan loss provisions 72,881,379.78 —— 37,048,075.47 ——

Including: Specific provision 23,957,638.13 —— 3,971,000.00 ——

Collective provision 48,923,741.65 —— 33,077,075.47 ——

Less: Loans and advances due within 1,540,637,330.56 —— 1,835,324,039.17 —— one year

The carrying amount of loans and 271,087,492.00 —— 227,018,069.25 —— advances

— F-72 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

13.6 Overdue loans

Closing balance

Past due 360 Past due 1-90 Past due 90-360 Item days to 3 years More than 3 days ( including days ( including Total ( including 3 years 90 days ) 360 days ) years )

Credit loans - - 345,382.92 - 345,382.92

Guarantee loans - 23,000,000.00 92,736,332.10 - 115,736,332.10

Secured loans - 11,257,500.00 70,919,432.27 9,054,402.68 91,231,334.95

Including:Mortgage - 11,257,500.00 70,919,432.27 9,054,402.68 91,231,334.95

Pledge - - - - -

Total - 34,257,500.00 164,001,147.29 9,054,402.68 207,313,049.97

˄Continued˅

Opening balance

Past due 360 Past due 1-90 Past due 90-360 Item days to 3 years More than 3 days ( including days ( including 360 Total ( including 3 years 90 days ) days ) years )

Credit loans 73,333.33 272,049.59 - - 345,382.92

Guarantee loans - 9,419,595.36 - - 9,419,595.36

Secured loans - 75,668,782.02 8,174,520.99 1,045,891.69 84,889,194.70

Including:Mortgage - 74,668,782.02 8,174,520.99 1,045,891.69 83,889,194.70

Pledge - 1,000,000.00 - - 1,000,000.00

Total 73,333.33 85,360,426.97 8,174,520.99 1,045,891.69 94,654,172.98

13.7 Classification of loans by five classes

Closing balance Opening balance

Classification Carrying amount Carrying amount Bad debt Bad debt of loans Proportion Proportion Amount provision Amount provision (%) (%)

Normal class 1,623,849,512.37 90.89 23,819,142.67 1,917,153,187.41 95.79 28,264,297.81

Attention class 100,016,761.81 5.60 2,625,910.24 77,173,589.84 3.86 1,543,471.80

Substandard 36,707,531.52 2.05 9,441,882.88 1,000,000.00 0.05 250,000.00 class

— F-73 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Opening balance

Classification Carrying amount Carrying amount Bad debt Bad debt of loans Proportion Proportion Amount provision Amount provision (%) (%)

Doubtful class 26,073,611.71 1.46 13,036,805.86 6,038,611.71 0.30 3,019,305.86

Loss class ------

Total 1,786,647,417.41 100.00 48,923,741.65 2,001,365,388.96 100.00 33,077,075.47

Notes: Classification of loans by five classes is not including pawn balance.

13.8 Loan loss provisions

Closing balance Opening balance Item Individual Combination Individual Combination

Opening balance 3,971,000.00 33,077,075.47 - 28,616,796.06

Provision 19,986,638.13 15,846,666.18 3,971,000.00 4,460,279.41

Closing balance 23,957,638.13 48,923,741.65 3,971,000.00 33,077,075.47

14. Available-for-sale financial assets

14.1 Categories of available-for-sale financial assets

Closing balance Opening balance

Item Carrying Carrying amount Provision Carrying value Provision Carrying value amount

Available-for- sale equity 6,897,288,018.18 129,746,422.53 6,767,541,595.65 5,579,067,071.58 82,718,384.72 5,496,348,686.86 instruments

Including:

Measured at 4,548,212,788.68 - 4,548,212,788.68 3,048,640,294.04 - 3,048,640,294.04 fair value

Measured at 2,349,075,229.50 129,746,422.53 2,219,328,806.97 2,530,426,777.54 82,718,384.72 2,447,708,392.82 cost

Total 6,897,288,018.18 129,746,422.53 6,767,541,595.65 5,579,067,071.58 82,718,384.72 5,496,348,686.86

14.2 Available-for-sale financial assets measured at fair value at the end of the year

Available-for-sale equity Available for sale financial assets classification Total instruments

The cost of equity instruments / The amortized 4,123,428,158.51 4,123,428,158.51 cost of debt instruments

— F-74 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Available-for-sale equity Available for sale financial assets classification Total instruments

Measured at fair value 4,548,212,788.68 4,548,212,788.68

The amount of change in fair value recognized in 424,784,630.17 424,784,630.17 other comprehensive income total

The amount of provision for impairment - -

14.3 Available-for-sale financial assets measured at cost at the end of the year

Carrying amount The invested entity Opening balance Increase Decrease Closing balance

Shanghai Greenland Property Development 39,792,119.08 - - 39,792,119.08 Ltd.

Shanghai Xinlvfuxing Urban Development 60,000,000.00 - - 60,000,000.00 Ltd.

Shanghai Jinlv Construction Engineering 14,022,364.49 - - 14,022,364.49 Ltd.

Shanghai Greenland Group (Kunshan) 1,000,000.00 - - 1,000,000.00 Material Ltd.

Shanghai Modern Agriculture Integrated 5,000,000.00 - - 5,000,000.00 Service Center Ltd.

Guokai Jingcheng (Beijing) Investment 200,000,000.00 - - 200,000,000.00 Fundation Ltd.

Shenyang Fanglian Ltd. 110,000.00 - - 110,000.00

Shanghai Hongkong Zhongke Petty Loan 10,000,000.00 - - 10,000,000.00 Co.

Shanghai Waijing International Metallurgical 300,000.00 - - 300,000.00 Engineering Technology Ltd.

Shanghai Changlv Green Industrial Ltd. 7,234,679.48 - - 7,234,679.48

Shanghai Longwei Construction and 500,000.00 - - 500,000.00 Decoration Ltd.

Shanghai Yongye Greenland Golf Range 1,559,500.00 - - 1,559,500.00 Ltd.

Zhoushan Gangwai Oil Storage and 24,951,672.38 - - 24,951,672.38 Transportation

— F-75 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Carrying amount The invested entity Opening balance Increase Decrease Closing balance

Donggang Haifeng Coal Industry 900,000.00 - - 900,000.00 Technology Ltd.

Dandong Haizhu Coal new energy-efficient 6,000,000.00 - - 6,000,000.00 boiler manufacturing Ltd.

Shanghai Aishi Liquefied Gas Station Ltd. 600,000.00 - - 600,000.00

Shanghai Yezhong Oil and Gas Ltd. 830,350.00 - - 830,350.00

Jiangsu Runcheng Properties Ltd 25,000,000.00 - - 25,000,000.00

Shanghai Urban Architectural Design 450,000.00 - - 450,000.00

Shanghai Overseas Joint Investment Ltd. 97,416,700.00 - - 97,416,700.00

Shanghai Rural Commercial Bank Ltd. 200,000,000.00 - 200,000,000.00 -

Shanghai Shenlv Advertising Media Ltd. 758,141.20 - - 758,141.20

Shanghai Xijiao International Agricultural 15,000,000.00 - - 15,000,000.00 Trading Ltd.

Shanghai Lansheng Colour Packing Ltd. 2,430,000.00 - - 2,430,000.00

Shanghai Poker factory Ltd. 12,270,000.00 - - 12,270,000.00

Shanghai Greenland Lighting Market 300,000.00 - - 300,000.00 Management Ltd.

Shanghai Jingxu Automobile Sales & 1,650,056.80 - - 1,650,056.80 Service Ltd.

Xianyuwan Liaoning Life and Health 200,000.00 - - 200,000.00 Services Ltd.

Shanghai Sanlian Cultural Diffusion Ltd. 980,000.00 - - 980,000.00

Shanghai Xinghuadi Hotel Management Ltd. 1,500,000.00 - - 1,500,000.00

Shanghai Fangxiang Properties Ltd. 500,000.00 - - 500,000.00

Kunshan Yonglu Property Management Ltd. 100,000.00 - - 100,000.00

Shanghai Jianbang Food & Beverage Ltd. 1,800,000.00 - - 1,800,000.00

Shanghai Changlv Properties Ltd. 78,345,373.34 160,712.14 - 78,506,085.48

Shanghai Yingtong Greenland Real Estate 473,476,693.03 - - 473,476,693.03 Development Co.Ltd.

Shanghai Jiale Property Management Ltd. 1,000,000.00 - - 1,000,000.00

Shanghai Greenland Investment 44,037,259.81 - - 44,037,259.81

— F-76 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Carrying amount The invested entity Opening balance Increase Decrease Closing balance

Management Ltd.

Shanghai Greenland Hongwei Auto Sales 5,100,000.00 - - 5,100,000.00 Service Ltd.

Nanchang Linkong Property Investment Ltd. 3,600,000.00 - - 3,600,000.00

Shanghai Shunchang Properties Ltd. 1,000,500.00 - - 1,000,500.00

Jiujiang Metropolis Industrial Ltd. 12,000,000.00 - 10,769,800.00 1,230,200.00

Piaoyi Xinshouyi Fund No.1 1,000,000.00 - 1,000,000.00 -

Beijing Zhongyou Investment Center 329,035,290.00 - 112,563,048.78 216,472,241.22 (Limited Partnership)

Xinjiang Shengshixinjin Equity Investment 300,000,000.00 - 300,000,000.00 - Partnership Co.(Limited Partnership)

Shanghai Heyi Capital Management Ltd. 1.00 - - 1.00

Shanghai Aoxin Capital Management Ltd. 1.00 - - 1.00

Shanghai Yixun Capital Management Ltd. 1.00 - - 1.00

Shanghai Yixin Capital Management Ltd. 1.00 - - 1.00

Shanghai Maoyi Capital Management Ltd. 1.00 - - 1.00

Shanghai Lvcai Investment Management 1,500,000.00 - 1,500,000.00 - Partnership Co.(Limited Partnership)

Bank of Jiangsu 53,000,000.00 - 53,000,000.00 -

Xuzhou Huaihai Bank 40,000,000.00 - 40,000,000.00 -

Tongshan Popular Bank 9,000,000.00 - 9,000,000.00 -

Guizhou Construction Engineering Luneng 100,000.00 - - 100,000.00 Labor Service Ltd.

Guizhou Construction Engineering Group 50,000,000.00 - - 50,000,000.00 No.9 Construction Ltd.

Guiyang Bank Ltd. 2,008,000.00 - - 2,008,000.00

Guian New District Development Investment 40,000,000.00 - - 40,000,000.00 Ltd.

Guiyang Youyi Group Ltd. 1,023,220.00 - - 1,023,220.00

Hainan Tianyuanlifeng Industrial Ltd. 172,767,109.17 - - 172,767,109.17

Wuxi Dijiu Properties Ltd. 178,977,743.76 - - 178,977,743.76

— F-77 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Carrying amount The invested entity Opening balance Increase Decrease Closing balance

Guiyang Yishan Industry and Trading Ltd. 300,000.00 - - 300,000.00

Henan Huaixin Highway Ltd. - 900,000.00 - 900,000.00

Guangda Financial Holdings (Tianjing) - 30,000,000.00 - 30,000,000.00 Venture Capital Ltd.

Shanghai Hongsheng Venture Capital Ltd. - 9,100,000.00 - 9,100,000.00

Jiangsu Kaiyuan Zhenghua Construction - 3,653,800.00 - 3,653,800.00 Ltd.

Shanghai Piaoxingde Investment - 35,000,000.00 - 35,000,000.00 Center(Limited Partnership)

Taiyuan Longcheng Greenland Botanical - 70,000.00 - 70,000.00 Garden Ltd.

Shanghai Lvlian Industrial Investment Ltd. - 60,000,000.00 - 60,000,000.00

Xiamen Zhongyou Hengchang Investment - 100,250,427.65 - 100,250,427.65 Partnership Co.(Limited Partnership)

Shanghai Lvbingchuangke Investment - 62,939,189.00 - 62,939,189.00 Partnership (Limited Partnership)

Wework - 69,369,670.84 - 69,369,670.84

Shanghai Lvlianjunhe Equity Investment - 1,000,000.00 - 1,000,000.00 Management Center(Limited Partnership)

Yunnan Gold Project - 200,000,000.00 120,000,000.00 80,000,000.00

Hongyi Erlingyiwu (Shanghai) Investment - 24,667,535.00 - 24,667,535.00 Center (Limited Partnership)

CICFHGloryLimited - 69,369,966.11 - 69,369,966.11

Total 2,530,426,777.54 666,481,300.74 847,832,848.78 2,349,075,229.50

— F-78 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

˄Continued˅

Provision Proportion The annual The invested entity Opening Decrea Increase Closing balance (%) cash bonus balance se

Shanghai Greenland Property 32,413,836.02 - - 32,413,836.02 100.00 - Development Ltd.

Shanghai Xinlvfuxing Urban - - - - 20.00 - Development Ltd.

Shanghai Jinlv Construction - - - - 90.00 - Engineering Ltd.

Shanghai Greenland Group - - - - 100.00 - (Kunshan) Material Ltd.

Shanghai Modern Agriculture - - - - 100.00 - Integrated Service Center Ltd.

Guokai Jingcheng (Beijing) - - - - 2.92 - Investment Fundation Ltd.

Shenyang Fanglian Ltd. - - - - 1.00 -

Shanghai Hongkong Zhongke - - - - 10.00 - Petty Loan Co.

Shanghai Waijing International

Metallurgical Engineering - - - - 10.00 -

Technology Ltd.

Shanghai Changlv Green 7,234,679.48 - - 7,234,679.48 90.00 - Industrial Ltd.

Shanghai Longwei Construction 500,000.00 - - 500,000.00 10.00 - and Decoration Ltd.

Shanghai Yongye Greenland - - - - 10.00 - Golf Range Ltd.

Zhoushan Gangwai Oil Storage - - - - 9.62 - and Transportation

Donggang Haifeng Coal Industry 237,436.08 - - 237,436.08 90.00 - Technology Ltd.

Dandong Haizhu Coal new - - - - 100.00 -

— F-79 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Provision Proportion The annual The invested entity Opening Decrea Increase Closing balance (%) cash bonus balance se energy-efficient boiler manufacturing Ltd.

Shanghai Aishi Liquefied Gas - - - - 15.00 - Station Ltd.

Shanghai Yezhong Oil and Gas - - - - 15.00 Ltd.

Jiangsu Runcheng Properties Ltd - - - - 50.00 30,000,000.00

Shanghai Urban Architectural - - - - 15.00 - Design

Shanghai Overseas Joint - - - - 11.765 - Investment Ltd.

Shanghai Rural Commercial - - - - - 40,000,000.00 Bank Ltd.

Shanghai Shenlv Advertising 758,141.20 - - 758,141.20 80.00 - Media Ltd.

Shanghai Xijiao International 7,632,910.72 - - 7,632,910.72 3.00 - Agricultural Trading Ltd.

Shanghai Lansheng Colour 300,000.00 - - - - 30.00 Packing Ltd.

Shanghai Poker factory Ltd. - - - - 30.00 300,000.00

Shanghai Greenland Lighting - - - - 30.00 300,000.00 Market Management Ltd.

Shanghai Jingxu Automobile 1,650,056.80 - - 1,650,056.80 45.00 - Sales & Service Ltd.

Xianyuwan Liaoning Life and - - - - 20.00 - Health Services Ltd.

Shanghai Sanlian Cultural - - - - 49.00 - Diffusion Ltd.

Shanghai Xinghuadi Hotel 1,500,000.00 - - 1,500,000.00 30.00 - Management Ltd.

— F-80 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Provision Proportion The annual The invested entity Opening Decrea Increase Closing balance (%) cash bonus balance se

Shanghai Fangxiang Properties - - - - 8.00 Ltd.

Kunshan Yonglu Property - - - - 20.00 - Management Ltd.

Shanghai Jianbang Food & - - - - 10.00 - Beverage Ltd.

Shanghai Changlv Properties - - - - 100.00 - Ltd.

Shanghai Yingtong Greenland - - - - 48.00 - Real Estate Development Co.Ltd.

Shanghai Jiale Property 1,000,000.00 - - 1,000,000.00 100.00 - Management Ltd.

Shanghai Greenland Investment 24,391,324.42 - - 24,391,324.42 100.00 - Management Ltd.

Shanghai Greenland Hongwei 5,100,000.00 - - 5,100,000.00 51.00 - Auto Sales Service Ltd.

Nanchang Linkong Property - - - - 1.00 - Investment Ltd.

Shanghai Shunchang Properties - - - - 6.67 - Ltd.

Jiujiang Metropolis Industrial Ltd. - - - - 40.00 -

Piaoyi Xinshouyi Fund No.1 ------

Beijing Zhongyou Investment - - - - 6.24 - Center (Limited Partnership)

Xinjiang Shengshixinjin Equity

Investment Partnership - - - - 99.67 -

Co.(Limited Partnership)

Shanghai Heyi Capital - - - - 0.0001 - Management Ltd.

Shanghai Aoxin Capital - - - - 0.0001 -

— F-81 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Provision Proportion The annual The invested entity Opening Decrea Increase Closing balance (%) cash bonus balance se

Management Ltd.

Shanghai Yixun Capital - - - - 0.0001 - Management Ltd.

Shanghai Yixin Capital - - - - 0.0001 - Management Ltd.

Shanghai Maoyi Capital - - - - 0.0001 - Management Ltd.

Shanghai Lvcai Investment

Management Partnership - - - - 0.30 -

Co.(Limited Partnership)

Bank of Jiangsu - - - - 0.10 -

Xuzhou Huaihai Bank - - - - 3.30 -

Tongshan Popular Bank - - - - 0.70 -

Guizhou Construction

Engineering Luneng Labor - - - - 5.57 -

Service Ltd.

Guizhou Construction

Engineering Group No.9 - - - - 10.00 -

Construction Ltd.

Guiyang Bank Ltd. - - - - 0.25 -

Guian New District Development - - - - 0.40 - Investment Ltd.

Guiyang Youyi Group Ltd. - - - - 1.77 -

Hainan Tianyuanlifeng Industrial - - - - 50.10 - Ltd.

Wuxi Dijiu Properties Ltd. - 43,374,237.81 - 43,374,237.81 20.00 -

Guiyang Yishan Industry and 300,000.00 - - 300,000.00 60.00 - Trading Ltd.

Henan Huaixin Highway Ltd. - - - - 10.00 -

Guangda Financial Holdings - - - - 2.75 -

— F-82 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Provision Proportion The annual The invested entity Opening Decrea Increase Closing balance (%) cash bonus balance se

(Tianjing) Venture Capital Ltd.

Shanghai Hongsheng Venture - - - - 45.50 - Capital Ltd.

Jiangsu Kaiyuan Zhenghua - 3,653,800.00 - 3,653,800.00 100.00 - Construction Ltd.

Shanghai Piaoxingde Investment - - - - 31.06 - Center(Limited Partnership)

Taiyuan Longcheng Greenland - - - - 0.07 - Botanical Garden Ltd.

Shanghai Lvlian Industrial ------Investment Ltd.

Xiamen Zhongyou Hengchang

Investment Partnership - - - - 53.80 -

Co.(Limited Partnership)

Shanghai Lvbingchuangke

Investment Partnership (Limited ------

Partnership)

Wework ------

Shanghai Lvlianjunhe Equity

Investment Management ------

Center(Limited Partnership)

Yunnan Gold Project ------

Hongyi Erlingyiwu (Shanghai)

Investment Center (Limited ------

Partnership)

CICFH Glory Limited ------

Total 82,718,384.72 47,028,037.81 - 129,746,422.53 - 70,900,000.00

— F-83 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

14.4 The provision changes of available-for sale financial assets in the current period

Available-for-sale financial assets classification Available-for-sale equity instruments Total

Opening balance 82,718,384.72 82,718,384.72

Consolidation scope change 3,653,800.00 3,653,800.00

Increase 43,374,237.81 43,374,237.81

Including˖transfering in from other comprehensive income - -

Decrease - -

Closing balance 129,746,422.53 129,746,422.53

15. Held-to-maturity investments

Closing balance Opening balance Item Carrying amount Provision Carrying value Carrying amount Provision Carrying value

Bond investments 432,704,836.03 - 432,704,836.03 284,398,406.58 - 284,398,406.58

Loans - - - 143,000,000.00 - 143,000,000.00

Less: The held-to-maturity 282,634,836.03 - 282,634,836.03 - - - investments due within one year

Total 150,070,000.00 - 150,070,000.00 427,398,406.58 - 427,398,406.58

16. Long-term receivables

Closing balance Opening balance Item Carrying amount Provision Carrying value Carrying amount Provision Carrying value

Financial leases 352,751,514.71 - 352,751,514.71 107,581,731.58 - 107,581,731.58 receivables

Including: Unrealized 38,605,384.13 - 38,605,384.13 11,656,795.72 - 11,656,795.72 finance income

Instalment payment 614,847,025.11 - 614,847,025.11 - - - provide labor services

Other 10,182,245.38 - 10,182,245.38 385,862,486.96 - 385,862,486.96

Total carrying amount 977,780,785.20 - 977,780,785.20 493,444,218.54 - 493,444,218.54

Less: Provision ------

Carrying value 977,780,785.20 - 977,780,785.20 493,444,218.54 - 493,444,218.54

Less : Carrying value due 169,846,266.52 - 169,846,266.52 - - - within one year

Total 807,934,518.68 - 807,934,518.68 493,444,218.54 - 493,444,218.54

— F-84 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

17. Long-term equity investments

Current Changes

Profit and loss

on investments Other Investee Opening balance Increasing Decreasing Other equity confirmed by consolidated investment investment changes the equity income changes

method

1.Joint ventures

Shanghai Greenland Tule 1,616,982.48 - - -1,350.00 - - Automobile Sales Co., Ltd.

Shanghai Greenland Xu Pu

Parking Management 265,636.88 - - 83,536.79 - -

Services Ltd.

Beijing Zhidi Shunda Real 119,596,530.13 - -10,000,000.00 30,403,469.87 - - Estate Development Co., Ltd.

Jiangxi Lake Hotel ------Management Co., Ltd.

Shanghai Jisheng Weibang

Greenland International 283,959,066.81 - - 2,045,009.28 - - Furniture Market

Management Co., Ltd.

Shanghai Zhongyou Pudong 61,448,795.25 - - -3,293,520.47 - - Petroleum Sales Ltd.

Guangzhou Greenland 252,584,480.81 - - -694,491.28 - - Baiyun Properties Ltd.

Changsha Real Estate Co. 3,573,786.40 - - -3,573,786.40 - -

Guangzhou YueHong Real

Estate Development 92,820,480.20 - - 36,000,595.11 - -

Company Limited

Foshan Nanhai District 533,455,654.93 - - -300,231.33 - - Wanrui Investment Co., Ltd.

FOREVER RICH 296,187,469.34 - - 195,502,519.51 - - ENTERPRISES LIMITED

— F-85 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current Changes

Profit and loss

on investments Other Investee Opening balance Increasing Decreasing Other equity confirmed by consolidated investment investment changes the equity income changes

method

Beijing Fu Xin Properties 4,587,518.06 - - -1,183,199.67 - - Limited

Nanjing Lvhong Real Estate 149,558,343.71 - - -9,424,911.59 - - Development Co. , Ltd

Chengdu Bao Rong Real 136,540,351.86 - - -6,540,011.74 - - Estate Development Co., Ltd.

Shanghai Greenland

Songhao Real Estate Co. , 4,361,970.96 - - - - -

Ltd

Guangzhou Huibang Real - 4,000,000.00 - -15,609,042.96 - - Estate Co. , Ltd

Guizhou Construction

Anshun Construction 171,393.86 19,500,000.00 - 14,136,883.95 - -

Company

Guizhou Construction

Fanjing Mountion 47,459,120.67 - - 4,427,812.16 - -834,442.31 Construction Engineering

Co., Ltd

Shanghai Jiuqing Properties - 158,798,363.10 - -77,817.16 - - Ltd.

Zhengzhou Air Port

Hangcheng Greenland - 25,000,000.00 - -5,136,473.74 - -

Properties Ltd.

Subtotal 1,988,187,582.35 207,298,363.10 -10,000,000.00 236,764,990.33 - -834,442.31

Associates

Chengdu Bao Rong Real 312,507,155.02 - - -263,316.92 - - Estate Development Co., Ltd.

— F-86 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current Changes

Profit and loss

on investments Other Investee Opening balance Increasing Decreasing Other equity confirmed by consolidated investment investment changes the equity income changes

method

Shanghai Ruyi Property 594,097.44 - - 100,400.91 - - Management Ltd.

Shanghai Wanjiu Greenland 568,303,761.72 - - 5,113,519.53 - - Properties Limited company

Yancheng Greenland Hao 69,243,055.50 - - 8,096,368.25 - - Investment Co. Ltd.

Shanghai Xinhua Publishing 959,318,947.03 - - 37,021,845.09 - -1,557,322.65 Group Co., Ltd.

Shanghai Wujiaochang 8,029,905.71 - - 660.84 - - Cloud Properties Limited

CPMQ And GREENLAND 164,737,949.54 - -164,737,949.54 - - - COMPANY LIMITED

Foshan CPT Investment 314,047,661.89 - - -15,568,177.90 - - Company Limited

Shanghai Kai Yi Investment 176,185,828.93 - - 43,180,231.88 - - Co. Ltd.

Shanghai Jiukai Capital Ltd 6,533,341.96 - - 1,032,190.99 - -

Shanghai Qing Teng Real 205,233,110.67 - - -7,555,670.09 - - Estate Co.

Shanghai Kai Yu Real Estate

Development Company - 210,000,000.00 - 10,666,917.00 - -

Limited

Shanghai Kai Chang Real

Estate Development 2,346,676.68 - - -169,171.64 - -

Company Limited

Shanghai Kai Ri Real Estate 2,430,660.54 - - -17,363.19 - - Development Company

— F-87 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current Changes

Profit and loss

on investments Other Investee Opening balance Increasing Decreasing Other equity confirmed by consolidated investment investment changes the equity income changes

method

Limited

Shanghai Kai Chong Real

Estate Development 2,476,435.87 - - 1,830.01 - -

Company Limited

Shanghai Hua Yi Real Estate 194,576,568.98 - - -4,488,409.19 - - Development Co. Ltd.

Xi'an land port Greenland 200,413,569.46 - - -873,776.64 - - real estate Co.

Beijing Jinhaowanhua 230,894,536.30 - - 3,158,266.67 - - Properties Ltd.

Beijing Vanke East Real

Estate Development 1,360,043.20 - - -1,360,043.20 - -

Company Limited

ShenLong Greenland Group

Chengdu Real Estate 29,975,391.71 - - -4,741,165.46 - -

Development Co., Ltd

Shanghai Lvjian Rail

Transport Investment 3,299,480.85 - - 13,031.02 - -

Management Ltd.

Hangzhou Industry and 951,650,000.00 - - 103,479,781.90 2,027,176.11 - Commerce Trust Holding Ltd.

Changzhou Greenland Kunte ------Properties Ltd

Changzhou Greenland 22,775,811.61 - - -22,775,811.61 - - Yunfeng Properties Ltd

GSS Industries (M) SDN 575,798.11 - - -79,876.35 - - BHD

— F-88 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current Changes

Profit and loss

on investments Other Investee Opening balance Increasing Decreasing Other equity confirmed by consolidated investment investment changes the equity income changes

method

Shanghai Yingfang

Investment Partnership - - - 369,792.72 - -

(Limited Partnership)

Hunan Lianzhi Engineering 2,001,234.67 - - 9,090.00 - - Technology Ltd.

Yinchuan Binhe Huanghe 550,000,000.00 - - - - - Bridge Management Ltd

Shanghai Greenland 23,332,800.00 - - -2,245,954.85 - - Yunfeng Properties Ltd.

Kunshan Derui Real Estate 221,879,970.96 - - -17,159,672.98 - - Development Co.Ltd.

Haikou Chengjian Lvdao

Landscape Greening Project - 105,714,290.01 - -974,858.27 - -

Ltd.

Jiangxi Province Ruichang

City Longrui Building - 2,000,000.00 - - - -

Materials Industry Ltd.

Hefei Langxi Properties Ltd. - 9,000,000.00 - -5,031,257.33 - -

Oyster Point Development, - 67,982,600.00 - - LLC 4,691,638.99 228.01

Greenland and Laox - 289,731,338.93 - - Investment Limited -1,726,877.64 -17,621,396.93

Shanghai Greenland Xinye - 5,100,000.00 - 918.95 - - Capital Management Ltd.

Zhongjin Ruide (Shanghai)

Equity Investment - 20,000,000.00 - 13,208,804.96 - -

Management Ltd.

— F-89 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current Changes

Profit and loss

on investments Other Investee Opening balance Increasing Decreasing Other equity confirmed by consolidated investment investment changes the equity income changes

method

China Greenland - 688,005,386.22 - - 26,801,979.92 - Broad-Greenstate Group Ltd.

Nanjing Huaqiaocheng - 39,600,000.00 - -504,438.48 - - Properties Ltd.

Shanghai Zhengzhong Fuel - 25,605,697.85 - - - - Ltd.

Shanghai Greenland Lingang - 25,500,000.00 - 8,504,265.07 - - Electric Fuel Ltd.

Wuhan Xinzhenxingyuan - 125,000,000.00 - -190,875.48 - - Properties Ltd.

Shanghai Jianghan Real - 4,500,000.00 - -213,510.64 - - Estate Development Co.Ltd.

Beijing Zhuoxinruitong - 330,000.00 - -330,000.00 - - Investment Ltd.

Baotou City Construction

Group Tongli Tunnel ------

Construction Ltd.

Subtotal 5,224,723,794.35 1,618,069,313.01 -164,737,949.54 152,379,326.92 11,207,987.11 -1,557,322.65

Total 7,212,911,376.70 1,825,367,676.11 -174,737,949.54 389,144,317.25 11,207,987.11 -2,391,764.96

˄Continued˅

Current changes Closing balance of Investee Cash dividends Provision for Closing balance Other impairment for the period impairment

1.Joint ventures

Shanghai Greenland Tule - - - 1,615,632.48 - Automobile Sales Co., Ltd.

Shanghai Greenland Xu Pu Parking -119,802.89 - - 229,370.78 -

— F-90 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current changes Closing balance of Investee Cash dividends Provision for Closing balance Other impairment for the period impairment

Management Services Ltd.

Beijing Zhidi Shunda Real Estate -140,000,000.00 - - - - Development Co., Ltd.

Jiangxi Lake Hotel Management - - - - - Co., Ltd.

Shanghai Jisheng Weibang

Greenland International Furniture - - - 286,004,076.09 -

Market Management Co., Ltd.

Shanghai Zhongyou Pudong -14,422,810.62 - - 43,732,464.16 - Petroleum Sales Ltd.

Guangzhou Greenland Baiyun - - - 251,889,989.53 - Properties Ltd.

Changsha Real Estate Co. - - - - -

Guangzhou YueHong Real Estate - - - 128,821,075.31 - Development Company Limited

Foshan Nanhai District Wanrui - - -533,155,423.60 - - Investment Co., Ltd.

FOREVER RICH ENTERPRISES - - - 491,689,988.85 - LIMITED

Beijing Fu Xin Properties Limited - - - 3,404,318.39 -

Nanjing Lvhong Real Estate - - - 140,133,432.12 - Development Co. , Ltd

Chengdu Bao Rong Real Estate - - - 130,000,340.12 - Development Co., Ltd.

Shanghai Greenland Songhao Real - - -4,361,970.96 - - Estate Co. , Ltd

Guangzhou Huibang Real Estate - - 11,609,042.96 - - Co. , Ltd

Guizhou Construction Anshun -12,000,000.00 - - 21,808,277.81 - Construction Company

— F-91 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current changes Closing balance of Investee Cash dividends Provision for Closing balance Other impairment for the period impairment

Guizhou Construction Fanjing

Mountion Construction - - - 51,052,490.52 -

Engineering Co., Ltd

Shanghai Jiuqing Properties Ltd. - - - 158,720,545.94 -

Zhengzhou Air Port Hangcheng - - - 19,863,526.26 - Greenland Properties Ltd.

Subtotal -166,542,613.51 - -525,908,351.60 1,728,965,528.36 -

2.Associates

Chengdu Bao Rong Real Estate -281,086,712.02 - - 31,157,126.08 - Development Co., Ltd.

Shanghai Ruyi Property - - - 694,498.35 - Management Ltd.

Shanghai Wanjiu Greenland - - - 573,417,281.25 - Properties Limited company

Yancheng Greenland Hao - - - 77,339,423.75 - Investment Co. Ltd.

Shanghai Xinhua Publishing Group -95,521,104.85 - - 899,262,364.62 - Co., Ltd.

Shanghai Wujiaochang Cloud - - - 8,030,566.55 - Properties Limited

CPMQ And GREENLAND - - - - - COMPANY LIMITED

Foshan CPT Investment Company - - - 298,479,483.99 - Limited

Shanghai Kai Yi Investment Co. - - - 219,366,060.81 - Ltd.

Shanghai Jiukai Capital Ltd - - - 7,565,532.95 -

Shanghai Qing Teng Real Estate - - - 197,677,440.58 - Co.

Shanghai Kai Yu Real Estate - - - 220,666,917.00 -

— F-92 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current changes Closing balance of Investee Cash dividends Provision for Closing balance Other impairment for the period impairment

Development Company Limited

Shanghai Kai Chang Real Estate - - - 2,177,505.04 - Development Company Limited

Shanghai Kai Ri Real Estate - - - 2,413,297.35 - Development Company Limited

Shanghai Kai Chong Real Estate - - - 2,478,265.88 - Development Company Limited

Shanghai Hua Yi Real Estate - - - 190,088,159.79 - Development Co. Ltd.

Xi'an land port Greenland real - - - 199,539,792.82 - estate Co.

Beijing Jinhaowanhua Properties -211,710,000.00 - - 22,342,802.97 - Ltd.

Beijing Vanke East Real Estate - - - - - Development Company Limited

ShenLong Greenland Group

Chengdu Real Estate Development - - - 25,234,226.25 -

Co., Ltd

Shanghai Lvjian Rail Transport - - - 3,312,511.87 - Investment Management Ltd.

Hangzhou Industry and Commerce - - - 1,057,156,958.01 - Trust Holding Ltd.

Changzhou Greenland Kunte - - - - - Properties Ltd

Changzhou Greenland Yunfeng - - - - - Properties Ltd

GSS Industries (M) SDN BHD - - - 495,921.76 -

Shanghai Yingfang Investment - - -369,792.72 - - Partnership (Limited Partnership)

Hunan Lianzhi Engineering - - - 2,010,324.67 -

— F-93 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current changes Closing balance of Investee Cash dividends Provision for Closing balance Other impairment for the period impairment

Technology Ltd.

Yinchuan Binhe Huanghe Bridge - - - 550,000,000.00 - Management Ltd

Shanghai Greenland Yunfeng - - - 21,086,845.15 26,667,200.00 Properties Ltd.

Kunshan Derui Real Estate - - - 204,720,297.98 - Development Co.Ltd.

Haikou Chengjian Lvdao - - - 104,739,431.74 - Landscape Greening Project Ltd.

Jiangxi Province Ruichang City

Longrui Building Materials Industry - - - 2,000,000.00 -

Ltd.

Hefei Langxi Properties Ltd. - - - 3,968,742.67 -

Oyster Point Development, LLC - - - 72,674,467.00 -

Greenland and Laox Investment - - - 270,383,064.36 - Limited

Shanghai Greenland Xinye Capital - - - 5,100,918.95 - Management Ltd.

Zhongjin Ruide (Shanghai) Equity - - - 33,208,804.96 - Investment Management Ltd.

China Greenland Broad-Greenstate - - - 714,807,366.14 - Group Ltd.

Nanjing Huaqiaocheng Properties - - - 39,095,561.52 - Ltd.

Shanghai Zhengzhong Fuel Ltd. - - 18,118,636.59 43,724,334.44 -

Shanghai Greenland Lingang -44,854,066.08 - 53,603,793.56 42,753,992.55 - Electric Fuel Ltd.

Wuhan Xinzhenxingyuan Properties - - - 124,809,124.52 - Ltd.

Shanghai Jianghan Real Estate - - - 4,286,489.36 -

— F-94 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Current changes Closing balance of Investee Cash dividends Provision for Closing balance Other impairment for the period impairment

Development Co.Ltd.

Beijing Zhuoxinruitong Investment - - - - - Ltd.

Baotou City Construction Group - - 4,913,029.88 4,913,029.88 - Tongli Tunnel Construction Ltd.

Subtotal -633,171,882.95 - 76,265,667.31 6,283,178,933.56 26,667,200.00

Total -799,714,496.46 - -449,642,684.29 8,012,144,461.92 26,667,200.00

18. Investment properties

18.1 Investment properties using cost method

Item Building Land use right Total

I. Total original carrying amount

1.Opening carrying amount 19,171,467,160.18 - 19,171,467,160.18

2.Increase in the current period 5,558,589,608.55 205,547,921.63 5,764,137,530.18

˄1˅Purchase 765,719,938.45 - 765,719,938.45

˄2˅Transferred from inventories \ fixed 4,011,043,727.39 - 4,011,043,727.39 assets \ construction in progress

˄3˅Increased enterprise merger 781,825,942.71 205,547,921.63 987,373,864.34

3.Decrease in the current period 147,983,598.89 - 147,983,598.89

˄1˅Disposal 51,503,351.80 - 51,503,351.80

˄2˅Others 96,480,247.09 - 96,480,247.09

4.Closing carrying amount 24,582,073,169.84 205,547,921.63 24,787,621,091.47

II. Accumulated depreciation

1.Opening carrying amount 1,399,640,856.18 - 1,399,640,856.18

2.Increase in the current period 700,695,529.74 13,167,732.70 713,863,262.44

˄1˅Provision or Amortization 593,768,464.14 3,903,280.45 597,671,744.59

˄2˅Transferred from fixed assets 16,089,982.80 - 16,089,982.80 ˄Building˅ǃintangible˄land˅

˄3˅Consolidation scope change 90,837,082.80 9,264,452.25 100,101,535.05

3.Decrease in the current period 16,322,185.46 - 16,322,185.46

˄1˅Disposal 8,740,484.08 - 8,740,484.08

— F-95 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Building Land use right Total

˄2˅Others 7,581,701.38 - 7,581,701.38

4.Closing carrying amount 2,084,014,200.46 13,167,732.70 2,097,181,933.16

III. Provision for impairment losses

1.Opening carrying amount 11,677,255.83 - 11,677,255.83

2.Increase in the current period - - -

3.Decrease in the current period - - -

4.Closing carrying amount 11,677,255.83 11,677,255.83

IV. Carrying amount of investment property

1.Closing balance 22,486,381,713.55 192,380,188.93 22,678,761,902.48

2.Opening balance 17,760,149,048.17 - 17,760,149,048.17

18.2 The amount and reason of investment properties which have not complet the certificate

Item Carrying amount Reasons

Qianxi Hotel 1,081,659,997.38 Bank mortgage loan

19. Fixed Assets

19.1 Details of fixed assets

Machinery and Transportation Office and other Item Building Total Equipment vehicles equipment

I. Total original carrying amount

1.Opening balance 11,361,928,905.00 935,743,704.51 1,411,337,626.67 1,075,890,180.42 14,784,900,416.60

2.Increase in the current 731,955,329.52 426,141,936.16 125,974,788.80 143,554,788.96 1,427,626,843.44 period

˄1˅Purchase 205,720,377.93 25,046,812.21 23,735,397.81 59,285,614.28 313,788,202.23

˄2˅Transferred from 138,236,049.12 - - - 138,236,049.12 inventories

˄3˅Transferred from 17,450,544.62 372,207.85 - - 17,822,752.47 construction in process

˄4˅Consolidation scope 370,548,357.85 400,722,916.10 102,239,390.99 84,269,174.68 957,779,839.62 change

3.Decrease in the current 3,224,411,769.44 239,803,233.37 520,396,642.09 290,806,943.13 4,275,418,588.03 period

— F-96 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Machinery and Transportation Office and other Item Building Total Equipment vehicles equipment

˄1˅Disposal or scraping 41,558,936.76 10,072,751.28 114,414,510.02 11,535,804.90 177,582,002.96

˄2˅Transferred to 7,060,614.14 - - - 7,060,614.14 inventories

˄3˅Transferred to 508,104,719.27 - - - 508,104,719.27 investment properties

˄4˅Consolidation scope 2,667,687,499.27 229,730,482.09 405,982,132.07 279,271,138.23 3,582,671,251.66 change

4.Closing balance 8,869,472,465.08 1,122,082,407.30 1,016,915,773.38 928,638,026.25 11,937,108,672.01

II. Total accumulated depreciation

1.Opening balance 1,505,948,216.01 251,268,472.54 536,291,545.07 621,860,463.11 2,915,368,696.73

2.Increase in the current 459,358,520.32 329,893,326.21 133,514,579.90 120,623,053.75 1,043,389,480.18 period

˄1˅Provision 362,193,227.22 51,118,948.33 69,902,809.54 84,913,733.73 568,128,718.82

˄2˅Consolidation scope 97,165,293.10 278,774,377.88 63,611,770.36 35,709,320.02 475,260,761.36 change

3.Decrease in the current 504,479,627.75 76,179,434.52 187,680,730.35 225,694,637.16 994,034,429.78 period

˄1˅Disposal or scraping 9,315,936.22 8,862,322.45 67,396,388.72 7,025,911.74 92,600,559.13

˄2˅Transferred to 801,183.67 - - - 801,183.67 inventories

˄3˅Transferred to 16,089,982.80 - - - 16,089,982.80 investment properties

˄4˅Consolidation scope 478,272,525.06 67,317,112.07 120,284,341.63 218,668,725.42 884,542,704.18 change

4.Closing balance 1,460,827,108.58 504,982,364.23 482,125,394.62 516,788,879.70 2,964,723,747.13

III. Total provision for impairment losses

1.Opening balance 13,566,460.01 - 742,875.08 715,680.97 15,025,016.06

2.Increase in the current 49,419,692.10 7,741,391.62 85.23 172,102.66 57,333,271.61 period

— F-97 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Machinery and Transportation Office and other Item Building Total Equipment vehicles equipment

˄1˅Provision 49,419,692.10 5,260,249.99 -10,959.12 172,102.66 54,841,085.63

˄2˅Consolidation scope - 2,481,141.63 11,044.35 - 2,492,185.98 change

3.Decrease in the current - - - - - period

4.Closing balance 62,986,152.11 7,741,391.62 742,960.31 887,783.63 72,358,287.67

IV. Total carrying amount

1.Closing balance 7,345,659,204.39 609,358,651.45 534,047,418.45 410,961,362.92 8,900,026,637.21

2.Opening balance 9,842,414,228.98 684,475,231.97 874,303,206.52 453,314,036.34 11,854,506,703.81

19.2 The fixed assets which are rented out through operating leasing

Item Closing carrying amount

House and builiding 21,404,969.15

Total 21,404,969.15

19.3 Fixed assets of which certificates of title have not been obtained

Item Carrying amount Reason for certiticates of title not been obtained

The estate in No.221, Do not conform to the project, unable to deal with 21,404,969.15 Greenwood Road the house proprietary certificate

Buildings-4S shop 221,098,176.77 Illegal construction

Management room in 2,128,700.69 History reasons Zhenbei Road

Total 244,631,846.61 ——

20. Construction in progress

20.1 Details of construction in progress

Closing balance Opening Balance Item Carrying amount Provision Carrying value Carrying amount Provision Carrying value

The sea of green storage 8,050,018.70 - 8,050,018.70 7,760,874.14 - 7,760,874.14 tank engineering

Energy Group, coal mine technology reform 41,985,929.73 - 41,985,929.73 40,517,376.21 - 40,517,376.21 engineering

Energy Group, boiler 13,003,603.16 - 13,003,603.16 13,003,603.16 - 13,003,603.16

— F-98 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Opening Balance Item Carrying amount Provision Carrying value Carrying amount Provision Carrying value factory project

Energy Group, drying coal 37,280,778.51 - 37,280,778.51 37,280,778.51 - 37,280,778.51 project

Energy Group, briquetting 10,204,189.74 - 10,204,189.74 10,198,669.74 - 10,198,669.74 plant project

Energy Group, coal 553,070.38 - 553,070.38 553,070.38 - 553,070.38 washery project

Energy Group, civil engineering and 14,541,917.51 - 14,541,917.51 14,541,917.51 - 14,541,917.51 appurtenant work

Energy Group, equipment 19,355,748.02 - 19,355,748.02 19,289,138.02 - 19,289,138.02 installation

Motor Group, new office 13,057,342.94 - 13,057,342.94 8,149,511.18 - 8,149,511.18 space

Motor Group, stars exhibition hall construction 3,019,000.00 - 3,019,000.00 3,019,000.00 - 3,019,000.00 engineering

Motor Service Group, Greenland east exhibition 1,360,143.96 - 1,360,143.96 1,360,143.96 - 1,360,143.96 hall renovation fee

Motor Service Group, Minhong decoration - - - 17,450,544.62 - 17,450,544.62 engineering

Shenyang Lvjian Xianyu 7,417,079.45 - 7,417,079.45 5,398,466.16 - 5,398,466.16 Bay reconstruction

Shenyang Lvjian North, the first phase of product research and development 44,687,101.18 - 44,687,101.18 85,188,826.55 - 85,188,826.55 for Chinese caterpillar fungus deep-processing

Shenyang Lvjian concrete mixing station and 9,157,021.90 - 9,157,021.90 9,110,095.90 - 9,110,095.90 equipment

Shenyang Lvjian 433,627.74 - 433,627.74 433,627.74 - 433,627.74 Zhongshan Road, deferred

— F-99 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Opening Balance Item Carrying amount Provision Carrying value Carrying amount Provision Carrying value item, historic building

Shenyang Lvjian Zhangshi development area, 14,673,782.73 - 14,673,782.73 14,673,782.73 - 14,673,782.73 condiment market

Shenyang Lvjian red ginseng processing factory 154,390.00 - 154,390.00 154,390.00 - 154,390.00 technical transformation

Shenyang Lvjian office 33,141,498.40 - 33,141,498.40 18,878.00 - 18,878.00 building reconstruction

Greenland, Hong Kong campus, second phase of - - - 89,333,028.80 - 89,333,028.80 construction

Greenland, Hong Kong - - - 530,065.00 - 530,065.00 Haikou Hongxiang project

Greenland, Hong Kong - - - 186,000.00 - 186,000.00 Haikou Wuyuan project

Greenland, Hong Kong, - - - 22,236.00 - 22,236.00 other

Rundong Motor, decoration for new stores and old - - - 180,872,598.11 - 180,872,598.11 stores

Guizhou Construction, Three Bridge Caojiayan 14,289,447.67 - 14,289,447.67 14,289,447.67 - 14,289,447.67 resettlement

IBM ERP Implementation 3,301,886.80 - 3,301,886.80 - - - and promotion

SAP software development 1,157,435.57 - 1,157,435.57 - - -

Service real name system management system cloud 42,718.45 - 42,718.45 - - - platform

Decoration Engineering 1,634,739.03 - 1,634,739.03 - - -

Rock art and culture 3,212,855.47 - 3,212,855.47 - - - construction

Gu Yang East Avenue New 230,945.00 - 230,945.00 - - - Base

— F-100 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Opening Balance Item Carrying amount Provision Carrying value Carrying amount Provision Carrying value

Mianchi to Shanxi Yuanqu Expressway Henan section 87,664,943.00 - 87,664,943.00 - - - of the project

Office decoration 231,282.28 - 231,282.28 - - -

Cordyceps militaris 18,557,381.00 - 18,557,381.00 - - - detection platform

Benxi comprehensive 20,439,442.97 - 20,439,442.97 - - - bonded warehouse

Supermarket install 43,282,259.59 - 43,282,259.59 - - - equipment

Hospital decoration 291,624.43 - 291,624.43 - - -

Nanjing Metro Line Five 11,167,301.73 - 11,167,301.73 - - - Project

License plate recognition 127,500.00 - 127,500.00 - - - system (Sheng Lin)

Network equipment 282,446.60 - 282,446.60 - - - installation (Sheng Lin)

Air conditioning installation 311,751.20 - 311,751.20 - - - (Sheng Lin)

4S shop decoration (Sheng 1,000,000.00 - 1,000,000.00 - - - Lin)

Infrastructure decoration 38,595.84 - 38,595.84 - - - (Sheng Lin)

Total 479,340,800.68 - 479,340,800.68 573,336,070.09 - 573,336,070.09

20.2 The details of current changes of important construction engineering projects

Opening Increase in the Transfer to fixed Other Item Budget amount Closing balance amount current period assets decreases

Greenland, Hong Kong campus, second phase of 200,000,000.00 89,333,028.80 - - 89,333,028.80 - construction

Shenyang Lvjian Zhangshi development area, 15,000,000.00 14,673,782.73 - - - 14,673,782.73 condiment market

100

— F-101 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Opening Increase in the Transfer to fixed Other Item Budget amount Closing balance amount current period assets decreases

Shenyang Lvjian North, the first phase of product research and development 100,567,600.00 85,188,826.55 - - 40,501,725.37 44,687,101.18 for Chinese caterpillar fungus deep-processing

Motor Service Group,

Minhong decoration - 17,450,544.62 - 17,450,544.62 - - engineering

Energy Group, boiler factory 15,060,000.00 13,003,603.16 - - - 13,003,603.16 project

Energy Group, drying coal 39,000,000.00 37,280,778.51 - - - 37,280,778.51 project

Energy Group, briquetting 35,100,000.00 10,198,669.74 5,520.00 - - 10,204,189.74 plant project

Energy Group, coal washery 160,000,000.00 40,517,376.21 1,468,553.52 - - 41,985,929.73 project

Energy Group, civil engineering and appurtenant 19,541,917.51 14,541,917.51 - - - 14,541,917.51 work

Energy Group, equipment 32,590,945.63 19,289,138.02 66,610.00 - - 19,355,748.02 installation

Rundong Motor, decoration - 180,872,598.11 - - 180,872,598.11 - for new stores and old stores

Guizhou Construction, Three

Bridge Caojiayan 20,000,000.00 14,289,447.67 - - - 14,289,447.67 resettlement

Mianchi to Shanxi Yuanqu

Expressway Henan section 5,046,460,000.00 - 87,664,943.00 - - 87,664,943.00 of the project from

Cordyceps militaris detection 20,000,000.00 - 18,557,381.00 - 18,557,381.00 platform

101

— F-102 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Opening Increase in the Transfer to fixed Other Item Budget amount Closing balance amount current period assets decreases

Benxi comprehensive 25,000,000.00 - 20,439,442.97 - - 20,439,442.97 bonded warehouse

Supermarket to install - - 43,282,259.59 - - 43,282,259.59 equipment

Nanjing Metro Line Five 19,600,000,000.00 - 11,167,301.73 - - 11,167,301.73 Project

Total 25,328,320,463.14 536,639,711.63 182,652,011.81 17,450,544.62 310,707,352.28 391,133,826.54

˄Continued˅

Amount injected Amount of Including: Interest

as a proportion Construction accumulated capitalized Capitalization Item Source of funds of budget progress capitalized interest for rate for the

amount (%) interest the period period (%)

Greenland, Hong Kong campus, 44.67 - - - - Self-financing second phase of construction

Shenyang Lvjian Zhangshi 97.83 97.83 - - - Self-financing development area, condiment market

Shenyang Lvjian North, the first phase of product research and 84.71 84.71 - - - Self-financing development for Chinese caterpillar fungus deep-processing

Motor Service Group, Minhong - - - - - Self-financing decoration engineering

Energy Group, boiler factory project 86.35 - - - - Self-financing

Energy Group, drying coal project 95.59 - - - - Self-financing

Energy Group, briquetting plant 86.00 - - - - Self-financing project

Energy Group, coal washery project 29.00 - - - - Self-financing

Energy Group, civil engineering and 25.00 - - - - Self-financing appurtenant work

Energy Group, equipment installation 59.19 - - - - Self-financing

Rundong Motor, decoration for new 59.00 - - - - Self-financing

102

— F-103 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Amount injected Amount of Including: Interest

as a proportion Construction accumulated capitalized Capitalization Item Source of funds of budget progress capitalized interest for rate for the

amount (%) interest the period period (%) stores and old stores

Guizhou Construction, Three Bridge 71.45 - - - - Self-financing Caojiayan resettlement

Mianchi to Shanxi Yuanqu

Expressway Henan section of the 1.74 - - - - Self-financing project from

Cordyceps militaris detection platform 92.79 - - - - Self-financing

Benxi comprehensive bonded 81.76 - - - - Self-financing warehouse

Supermarket to install equipment - - - - - Self-financing

Self-financing and Nanjing Metro Line Five Project 0.06 0.06 - - - government fund

Total —— —— - - - ——

21. Construction materials

Item Opening balance Closing balance

Special materials 7,883,006.14 48,798.47

Special equipment 4,950.00 4,950.00

Total 7,887,956.14 53,748.47

22. Disposals of fixed assets

Item Opening balance Closing balance

Building 11,750,506.56 614,678.13

Office equipment 6,629.93 3,936.66

Total 11,757,136.49 618,614.79

103

— F-104 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

23. Intangible Assets

23.1 Details of Intangible Assets

Increase in the current Decrease in the current Item Opening balance Closing balance period period

I. Total original carrying amount 3,744,635,886.53 408,808,365.44 1,246,454,630.95 2,906,989,621.02

Including: Land use rights 1,385,485,726.31 66,850,918.56 678,662,439.54 773,674,205.33

Software 77,890,737.64 52,016,205.30 23,548,307.97 106,358,634.97

Patent 381,612.50 2,302,608.00 - 2,684,220.50

Non-patent technology 6,000,000.00 - 6,000,000.00

License 26,924,115.61 - 26,500,000.00 424,115.61

Mining rights 1,340,422,418.39 - 6,794.44 1,340,415,623.95

Concession 489,449,000.00 - 487,749,000.00 1,700,000.00

The right to operate the football 418,082,276.08 287,638,633.58 23,988,089.00 681,732,820.66 club

II. Total accumulated 460,198,541.62 278,756,739.93 155,213,577.12 583,741,704.43 amortization

Including: Land use rights 148,155,089.56 37,710,016.39 84,307,038.02 101,558,067.93

Software 41,257,196.64 17,926,332.80 16,729,715.26 42,453,814.18

Patent 305,290.04 1,482,829.50 - 1,788,119.54

Non-patent technology 1,175,000.00 - 1,175,000.00 -

License 4,132,632.57 50,000.47 3,975,000.00 207,633.04

Mining rights 131,092,521.03 6,850,653.01 - 137,943,174.04

Concession 36,727,000.00 45,000.00 36,413,000.00 359,000.00

The right to operate the football 97,353,811.78 214,691,907.76 12,613,823.84 299,431,895.70 club

III. Total provision for 1,031,385,986.61 - - 1,031,385,986.61 impairment

Including: Land use rights - - - -

Software - - - -

Patent - - - -

Non-patent technology - - - -

License - - - -

Mining rights 1,031,385,986.61 - - 1,031,385,986.61

104

— F-105 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Increase in the current Decrease in the current Item Opening balance Closing balance period period

Concession - - - -

The right to operate the football - - - - club

IV. Total net book value of 2,253,051,358.30 —— —— 1,291,861,929.98 intangible assets

Including: Land use rights 1,237,330,636.75 —— —— 672,116,137.40

Software 36,633,541.00 —— —— 63,904,820.79

Patent 76,322.46 —— —— 896,100.96

Non-patent technology 4,825,000.00 —— —— -

License 22,791,483.04 —— —— 216,482.57

Mining rights 177,943,910.75 —— —— 171,086,463.30

Concession 452,722,000.00 —— —— 1,341,000.00

The right to operate the football 320,728,464.30 —— —— 382,300,924.96 club

23.2 This company does not have land-use rights which certificates of title have not been obtained.

24. Goodwill

24.1 Original Carrying Value of Goodwill

Increase in the current Decrease in the

period current period The investee entity or others Opening balance Closing balance From business Disposal combination

Shanghai Xintiandi Real Estate Development 427,184,869.46 - - 427,184,869.46 Ltd.

Shanghai Furun Real Estate Development 77,166,602.68 - - 77,166,602.68 Ltd.

Shanghai Jingshiyuan Properties Ltd. 8,179.85 - - 8,179.85

Shanghai Liangwei Properties Ltd. 41,630,548.43 - - 41,630,548.43

Shanghai Yuqiaogongfang Assets Properties 4,450,000.00 - - 4,450,000.00 Ltd.

Nanchang Jiulonghu Properties Ltd. 4,648,832.68 - - 4,648,832.68

Chengdu Hailian Industrial Development Ltd. 55,416,789.44 - - 55,416,789.44

105

— F-106 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Increase in the current Decrease in the

period current period The investee entity or others Opening balance Closing balance From business Disposal combination

Xinxiang City Longji Xinshanghai Properties 115,781,044.50 - - 115,781,044.50 Ltd.

Nanjing Susheng Real Estate Development 20,009,085.03 - - 20,009,085.03 Ltd.

Guizhou Haiming Real Estate Development 577,114.92 - - 577,114.92 Ltd.

Zhejiang Nahai Petrochemical Ltd. 5,630,447.27 - - 5,630,447.27

Linxi Shenhai Coal Technology Development 2,000,000.00 - - 2,000,000.00 Ltd.

Shanghai Qianghui Shipping Ltd. 6,145,400.00 - - 6,145,400.00

Greenland Energy Group Guangdong Coal 855,737.81 - - 855,737.81 Technology Ltd.

Shanghai Greenland William Properties Ltd. 46,609,152.27 - - 46,609,152.27

Shanghai Kangju Properties Ltd. 154,538,861.62 - - 154,538,861.62

Suzhou Feicui International Community 78,944,935.00 - - 78,944,935.00 Properties Ltd.

Henan Grenland Zhongyuan Properties Ltd. 2,000,000.00 - - 2,000,000.00

Liaoning Hongweixincheng Real Estate 2,000,000.00 - - 2,000,000.00 Development Co.Ltd.

Shenyang Lvjian Investment Holdings Group 51,321,072.82 - - 51,321,072.82 Ltd.

Shanghai Huiyou Properties Ltd. 41,202.93 - - 41,202.93

China Greenland Rundong Auto Group Ltd. 753,366,173.70 - 753,366,173.70 -

Greenland (Aisa) Securities Ltd. - 5,147,979.67 - 5,147,979.67

Beijing Jingxi Construction Ltd. - 78,393,193.22 - 78,393,193.22

Total 1,850,326,050.41 83,541,172.89 753,366,173.70 1,180,501,049.60

106

— F-107 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

24.2 Goodwill Impairment Loss

Decrease in Increase in the current Opening the current The investee entity or others period Closing balance balance period

Provision Disposal

Shanghai Xintiandi Real Estate Development - 11,217,108.17 - 11,217,108.17 Co., Ltd.

Longji new Shanghai Real Estate Co., Ltd. - 108,003,832.14 - 108,003,832.14

Guizhou Haiming Real Estate Development Co., - 577,114.92 - 577,114.92 Ltd.

Total - 119,798,055.23 - 119,798,055.23 Notes: A. The increase in the current period for business combination is CNY 83,541,172.89. The decrease is CNY 753,366,173.70 for the disposal of subsidiaries and derecognition. B. At the end of this year, the company evaluated the recoverable value of goodwill. Except the goodwill impairment in the above list, there is no other goodwill impairment.

25. Long-term Prepaid Expenses

Amortisation for the Item Opening balance Increase in the period Other reductions Closing balance period

Renovation costs 625,227,190.56 590,108,568.72 91,009,000.94 860,667,551.14 263,659,207.20

Earthwork stripping 744,342,933.22 - 3,796,248.00 - 740,546,685.22 fees

Relocation 109,135,587.18 - 3,413,148.00 - 105,722,439.18 compensation

Lease fee 1,091,941.22 42,768,641.13 7,081,914.05 - 36,778,668.30

Others 11,397,516.55 107,149,772.19 14,510,413.13 2,862,299.69 101,174,575.92

Total 1,491,195,168.73 740,026,982.04 119,810,724.12 863,529,850.83 1,247,881,575.82

26. Deferred tax assets/deferred tax liabilities

26.1 Deffered tax assets that are not presented at net off basis

Closing balance Opening balance

Item Deductible temporary Deductible temporary Deferred tax assets Deferred tax assets differences differences

Provision for impairment losses of 904,411,135.39 3,656,880,070.66 630,442,181.03 2,521,768,724.12 assets

107

— F-108 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Advances profit from the housing 3,922,998,023.71 15,691,992,094.84 2,123,947,805.12 8,495,791,220.48 fund approved by the tax law

Deductible losses 1,228,864,975.22 4,915,435,850.41 791,647,195.34 3,166,588,781.36

Advertising expenses 31,396,542.30 125,586,169.17 17,673,585.22 70,694,340.88

Changes in fair value of trading 14,982,409.58 59,929,638.32 - - financial instruments

Land value-added tax payable 209,722,851.44 838,891,405.75 175,311,346.43 701,245,385.72

Accrued costs 15,741.77 62,967.08 132,272,395.52 529,089,582.08

Deferred revenue 30,094,897.15 120,379,588.60 33,828,534.29 135,314,137.16

Accrued provisions 67,787,257.63 279,453,750.50 - -

Changes in fair value of available 70,382,361.99 281,529,447.96 - - for sale financial assets

Unrealized profit from inter-group 33,339,535.85 133,358,143.40 33,339,535.84 133,358,143.36 transactions

Others 7,505,873.26 30,023,493.04 34,984,642.06 139,938,568.28

Total 6,521,501,605.29 26,133,522,619.73 3,973,447,220.85 15,893,788,883.44

26.2 Deferred tax liabilities that are not presented on net off basis

Closing balance Opening balance

Item Taxable temporary Deferred tax Taxable temporary Deferred tax liabilities differences liabilities differences

Value added evaluation of

combinations not involving 213,571,172.03 854,284,688.12 695,393,384.45 2,781,573,537.80 enterprises under common

control

Changes in fair value of trading

financial instruments 197,922,928.14 791,691,712.56 430,293,355.62 1,721,173,422.48

Changes in fair value of

available-for-sale financial 233,305,218.75 933,220,875.00 126,787,796.79 507,151,187.16

assets

Advances losses from the

housing fund approved by the 76,449,026.79 305,796,107.16 8,818,607.08 35,274,428.32

tax law

108

— F-109 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Others 120,609,883.65 482,439,534.60 4,090,525.45 16,362,101.80

Total 841,858,229.36 3,367,432,917.44 1,265,383,669.39 5,061,534,677.56

26.3 Details of unrecognized deferred tax assets

Item Closing balance Opening balance

Deductible temporary differences 2,141,326,130.34 2,273,561,863.24

Deductible Losses 14,561,201,776.60 10,234,175,105.65

Total 16,702,527,906.94 12,507,736,968.89

26.4 Deductible losses, for which no deferred tax assets are recognized, will expire in the following years

Year Closing balance Opening balance Remarks

2016 —— 506,520,739.32 -

2017 1,232,477,979.03 1,172,110,126.42 -

2018 1,542,371,500.51 1,662,682,712.35 -

2019 3,545,042,798.35 3,267,994,449.18 -

2020 3,183,809,881.47 3,624,867,078.38 -

2021 5,057,499,617.24 —— -

Total 14,561,201,776.60 10,234,175,105.65 -

27. Other non-current assets

Item Closing balance Opening balance

The original system of accounting equity investment difference 174,921,556.64 247,592,656.08

-Shanghai Gucungelinmao Properties Ltd. 48,096.78 64,129.04

-Nanjing City Urban Construction Development (Group) Ltd. 2,939,977.06 6,061,768.27

-Shanghai Chenyue Real Estate Development Ltd. 70,378,735.75 97,622,117.34

-Changchun City Zhongjian Real Estate Development Ltd. 71,680.37 129,024.69

-Changchun Hansheng Properties Ltd. 183,088.64 512,272.58

-Shanghai Yayuan Real Estate Development Ltd. 8,129,036.70 18,967,752.28

-Shanghai Xintiandi Real Estate Development Ltd. 32,576,982.73 44,423,158.27

-Shanghai Furun Real Estate Development Ltd. - 73,339.74

-Jiangxi Greenland Qianhu Properties Ltd. 53,290,958.61 65,133,093.87

-Shanghai Guangdun Industrial Ltd. 7,303,000.00 14,606,000.00

Entrust loans 3,753,880,000.00 6,220,692,600.00

Advances from paying back the 10% margin 1,398,269,399.63 1,115,923,921.39

Project investment fund 391,112,739.94 1,056,455,820.07

109

— F-110 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

Equity transfer section deposit - 20,000,000.00

Prepaid tax 45,328,875.95 -

Other 6,270,552.27 637,757.53

Subtotal 5,769,783,124.43 8,661,302,755.07

Less˖Due within one year˄Refer to Note 6.11˅ 1,616,949,998.26 4,176,250,000.00

Total 4,152,833,126.17 4,485,052,755.07

28. Short-term loans

28.1 Categories of short-term loans

Item Closing balance Opening balance

Pledged loans 3,133,659,911.46 3,456,942,650.86

Secured loans 4,797,530,191.46 2,007,898,945.98

Guaranteed loans 6,996,910,645.21 12,718,087,538.05

Unsecured and non-guaranteed loans 10,012,230,000.00 7,351,832,918.92

Total 24,940,330,748.13 25,534,762,053.81

Notes: The categories and amounts of pledged assets for pledged loans refer to Note.67.

The categories and amounts of secured assets for secured loans refer to Note.67.

28.2 Information of overdue short-term borrowing

The subsidiary of the Company, Greenland Liaoning Construction Investment Holding Group Co.Ltd, have the overdue short-term borrowing CNY 63,000,000.00

Item Closing balance Loan interest Overdue time Overdue interest

Benxi Hefeng village bank 8,000,000.00 7.50% 154 days 9.00%

Benxi Hefeng village bank 5,000,000.00 7.50% 189 days 9.00%

Bank of Jinzhou Shenyang 50,000,000.00 7.20% 127 days 8.64% Bawangsi branch

Total 63,000,000.00 —— —— ——

29. Loans from other banks and financial institutions

Item Closing balance Opening balance Deadline

China Development Bank 250,000,000.00 250,000,000.00

Shanghai Pudong Development Bank, - 2,000,000.00 Chongqing Branch

Total 250,000,000.00 252,000,000.00

110

— F-111 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

30. Derivative financial liabilities

Item Closing balance Opening balance

Forward exchange agreement 329,543,442.19 -

Total 329,543,442.19 - Notes: The Company bought the forward exchange agreement in the second half of 2016, in order to evade the risk of CNY currency rate fluctuation, and avoid numerous currency exchange loss. The company verifies the fair value of non-deliverable forward exchange agreement by the evaluation notification from the bank in the end of the year.

31. Notes payable

Item Closing balance Opening balance

Commercial acceptance 94,050,709.12 28,623,155.45

Bank acceptance 2,501,842,831.47 3,975,206,098.33

Total 2,595,893,540.59 4,003,829,253.78

Notes: At the end of this year, there is no overdue notes payable that is unpaid (the end of last year: nil).

32. Accounts payable

32.1 Details of accounts payable

Item Closing balance Opening balance

Land price payable 1,637,934,486.70 1,025,091,514.19

Project funds payable and withholding 103,801,281,152.45 77,999,628,588.36

Quality margin 48,809,540.46 1,965,046.52

Sales commission payable and 50,000.00 - withholding

Payment for goods payable 13,971,552,564.94 4,831,849,441.67

Equity section payable - 803,686,121.46

Others 81,835,422.17 -

Total 119,541,463,166.72 84,662,220,712.20

32.2 The company has no significant accounts payable aging more than one year.

33. Receipts in advance

33.1 Details of receipts in advance

Item Closing balance Opening balance

Tuition fee received in advance 1,800,000.00 1,398,000.00

Housing fund received in advance 162,172,072,209.79 110,996,782,064.49

Service charge received in advance 46,995,602.82 30,105,482.25

Project funds received in advance 4,951,863,604.19 5,294,724,446.00

111

— F-112 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

Payment for goods received in 1,168,070,617.53 2,262,211,872.06 advance

Property fee received in advance 39,698,278.20 35,552,859.02

Rent received in advance 44,726,834.40 60,428,271.16

Hotel funds received in advance 56,097,675.44 49,312,002.50

Equity section received in advance 197,256,839.91 498,500,004.00

Others received in advance 125,974,669.03 128,827,483.45

Total 168,804,556,331.31 119,357,842,484.93 33.2 Receipts in advance aging more than a year of the company mainly is the housing fund received in advance, which is not yet settled.

33.3 Details of settled unfinished projects for construction contract at the end of this year

Item Amount

Aggregate amount of costs incurred 114,287,950,537.30

Aggregate gross profits acknowledged 5,543,329,819.62

Less˖Expected loss 5,083,165.43

Settlement amount 124,778,060,795.68

Settled unfinished projects for construction -4,951,863,604.19 contract

34. Employee benefits payable

34.1 Details of employee benefits payable

Increase in the Decrease in the Item Opening balance Closing balance current period current period

I. Short-term benefits 361,904,905.83 12,208,188,701.95 12,036,110,117.89 533,983,489.89

II.Post-employment benefits - 7,916,557.54 455,048,640.94 447,994,593.45 14,970,605.03 defined contribution scheme

III.Retirement benefits - 11,789,964.04 11,789,964.04 -

IV.Other benefits due within one - 202,482.40 202,482.40 - year

Total 369,821,463.37 12,675,229,789.33 12,496,097,157.78 548,954,094.92

112

— F-113 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

34.2 Details of Short-term benefits

Increase in the Decrease in the Item Opening balance Closing balance current period current period

1.Wages or salaries, bonuses, 190,179,129.25 11,438,338,188.64 11,319,285,714.70 309,231,603.19 allowances and subsidies

2.Staff welfare 41,877,025.19 233,416,995.87 225,688,995.44 49,605,025.62

3.Social fund contributions 2,489,619.32 234,450,121.76 232,656,235.91 4,283,505.17

Including: Medical insurance 2,096,844.34 204,642,790.03 203,083,149.71 3,656,484.66

Supplementary medical 1,539.49 2,743,419.47 2,744,341.14 617.82 insurance

Injury insurance 257,667.48 12,607,435.44 12,448,611.68 416,491.24

Maternity insurance 133,568.01 14,456,476.82 14,380,133.38 209,911.45

4.Housing funds 37,071,774.47 240,928,882.38 215,418,415.04 62,582,241.81

5.Labor union and education 90,209,616.81 58,001,664.66 40,753,885.32 107,457,396.15 funds

6.Short-term compensated 77,740.79 1,633,697.41 887,720.25 823,717.95 absences

7.Others - 1,419,151.23 1,419,151.23 -

Total 361,904,905.83 12,208,188,701.95 12,036,110,117.89 533,983,489.89

34.3 Details of Retirement benefits

Increase in the Decrease in the Item Opening balance Closing balance current period current period

1.Basic pension insurance 7,356,143.45 426,755,424.72 421,417,441.44 12,694,126.73

2.Unemployment insurance 465,016.69 25,194,479.08 24,975,616.43 683,879.34

3.Enterprise annuity payment 95,397.40 3,098,737.14 1,601,535.58 1,592,598.96

Total 7,916,557.54 455,048,640.94 447,994,593.45 14,970,605.03

35. Taxes payable

Item Closing balance Opening balance

Value-added tax 1,664,615,453.29 169,791,668.71

Consumption tax 1,542.55 1,543.88

Business tax - 1,105,232,419.51

Enterprise income tax 6,992,833,977.28 5,011,152,489.70

Individual income tax 168,348,688.92 119,575,743.53

113

— F-114 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

City construction and maintenance tax 88,584,462.38 88,022,881.64

Property Tax 31,465,422.68 15,151,935.62

Land use tax 76,592,717.77 36,006,796.93

Education surcharges 66,925,331.82 74,830,305.28

Land value-added tax 4,074,189,863.10 2,979,160,183.01

Others 53,514,482.25 63,400,373.73

Total 13,217,071,942.04 9,662,326,341.54

36. Interest payable

Item Closing balance Opening balance

Interest of long-term borrowings with interest payable by installments and principal payable on 238,990,885.45 216,543,636.21 maturity

Interest on corporate debenture 779,362,229.77 455,008,836.38

Interest payable on short-term borrowings 51,078,040.48 173,774,454.21

Employee interest 4,706,025.00 -

Interest on medium-term notes and non publicly 8,486,301.37 - directed debt financing instruments

Total 1,082,623,482.07 845,326,926.80

37. Dividends payable

Item Closing balance Opening balance

Dividents of common shares 3,550,552,013.43 5,006,935,115.99

Preferred stock/perpetual dividend 31,073,972.60 -

Including˖perpetual dividend 31,073,972.60 -

Total 3,581,625,986.03 5,006,935,115.99

38. Other payables

38.1 Details of other payables listed in accordance with the natures of payables

Item Closing balance Opening balance

Margin and deposit 4,232,596,841.85 2,089,055,539.12

Payables of related parties including joint venture, 15,364,794,719.24 14,316,552,680.71 associated company, etc

Equity section payable 273,242,880.96 563,157,580.00

Land value-added tax liquidation 249,412,810.51 404,932,423.03

114

— F-115 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

Payable cash 3,090,219,401.98 3,891,318,108.42

House purchasing intentions payment 17,654,655,489.39 17,124,918,543.79

Payables for other companies and other payables 13,970,280,329.85 26,926,341,270.48

Total 54,835,202,473.78 65,316,276,145.55

38.2 Significant Other Payables aging more than a year

Reason for payables unpaid or Item Closing balance not carried over

Cooperative development Qidong Junrui Industry Co. Ltd. 1,376,347,287.19 amount

Guangda Anshi (Beijing) Real Estate Investment Cooperative development 1,100,000,000.00 Consultants Limited amount

Cooperative development Forte (Group) Limited by Share Ltd 882,520,000.00 amount

Cooperative development Forest City Ratner 822,427,021.13 amount

Cooperative development Super Talent Resources Limited 632,418,570.00 amount

Total 4,813,712,878.32 ——

39. Non-current liabilities due within one year

Item Closing balance Opening balance

Long-term borrowings due within one year (Note 57,395,781,513.69 34,921,163,964.27 VI , 41)

Bonds payable due within one year (Note VI , 42) 13,187,022,421.76 5,526,429,408.15

Long-term payables due within one year (Note VI , 14,962,004.57 6,000,000.00 43)

Total 70,597,765,940.02 40,453,593,372.42

39.1 Information of overdue long-term borrowing

The subsidiary of the Company, Greenland Liaoning Construction Investment Holding Group Co.Ltd, have the overdue short-term borrowing CNY 420,000,000.00.

Item Closing balance Loan interest Overdue time Overdue interest

Benxi Hefeng village bank 170,000,000.00 10.58% 11 days 12.70%

Citic Trust Co.Ltd 200,000,000.00 10.50% 4 days 12.60%

115

— F-116 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Loan interest Overdue time Overdue interest

Bank of Jinzhou 10,000,000.00 5.70% 17 days 6.84% Shenyang Bawangsi branch

Bank of Jinzhou 40,000,000.00 9.00% 522 days 10.80% Shenyang Bawangsi branch

Total 420,000,000.00 — — —

40. Other current liabilities

Item Closing balance Opening balance

Short-term financing bond 300,000,000.00 500,000,000.00

Accumulative points plan 1,530,804.13 1,604,303.97

Other 152,227,826.90 28,700,330.36

Total 453,758,631.03 530,304,634.33

Including˖Short-term bonds payable changes

Term of the Bond Nominal value Issue date Par value Opening balance bond

Green Energy Group Co., Ltd., in 2015 the first phase of the 100.00 2015-3-5 1 year 500,000,000.00 500,000,000.00 non-public directional debt financing tools

Jiangsu Construction

Engineering Group Co., Ltd.., in 2015 the first phase of the 200.00 2015-3-9 1 year 200,000,000.00 - non-public directional debt financing tools

Jiangsu Construction

Engineering Group Co., Ltd.., in 2015 the third phase of the 100.00 2015-6-1 1 year 100,000,000.00 - non-public directional debt financing tools

Jiangsu Construction

Engineering Group Co., Ltd.., 150.00 2015-10-29 1 year 150,000,000.00 - in 2015 the fourth phase of the non-public directional debt

116

— F-117 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Term of the Bond Nominal value Issue date Par value Opening balance bond financing tools

Nanjing bank non-public 250.00 2016-1-2 6 months 250,000,000.00 - directional debt financing tools

Short term financing bonds 300.00 2016-1-27 1year 300,000,000.00 -

Total —— —— —— 1,500,000,000.00 500,000,000.00

˄Continued˅

Term of the Bond Nominal value Issue date Par value Opening balance bond

Green Energy Group Co., Ltd., in 2015 the first phase of the - - - 500,000,000.00 - non-public directional debt financing tools

Jiangsu Construction

Engineering Group Co., Ltd.., in 2015 the first phase of the 200,000,000.00 15,600,000.00 - 200,000,000.00 - non-public directional debt financing tools

Jiangsu Construction

Engineering Group Co., Ltd.., in 2015 the third phase of the 100,000,000.00 7,150,000.00 - 100,000,000.00 - non-public directional debt financing tools

Jiangsu Construction

Engineering Group Co., Ltd.., in 2015 the fourth phase of the 150,000,000.00 9,750,000.00 - 150,000,000.00 - non-public directional debt financing tools

Nanjing bank non-public 250,000,000.00 16,250,000.00 - 250,000,000.00 - directional debt financing tools

Short term financing bonds 300,000,000.00 21,000,000.00 - - 300,000,000.00

Total 1,000,000,000.00 69,750,000.00 - 1,200,000,000.00 300,000,000.00

117

— F-118 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

41. Long-term borrowings

Item Closing balance Opening balance

Pledged loans 6,168,602,949.43 9,856,531,360.00

Secured loans 116,416,162,016.87 98,602,195,551.27

Guaranteed loans 60,226,350,500.01 47,471,495,491.26

Unsecured and non-guaranteed loans 27,616,434,814.58 20,963,661,244.81

Less: Long-term loans due within one year (Note 57,395,781,513.69 34,921,163,964.27 6, 37 )

Total 153,031,768,767.20 141,972,719,683.07

Notes: The categories and amounts of pledged assets for pledged loans refer to Note.69.

The categories and amounts of secured assets for secured loans refer to Note.69.

42. Bonds payable

42.1 Bonds payable

Item Closing balance Opening balance

General bonds 36,458,884,138.39 31,914,137,831.72

Total 36,458,884,138.39 31,914,137,831.72

42.2 Bonds payable changes˄excluding other financial instruments divided into the preferred stock and

debt sustainability of financial liabilities˅

Term of the Name of bond Par value Issue date Issue amount Opening balance bond

Gelon Xima International Limited notes HKD 2014/3/10 6 years 1,576,935,921.19 1,675,559,999.99 ˄Notes Issuance˅ 2,000,000,000.00

USD Greenland Hongkong dollar bond˄Bonds˅ 2013/10/18 3 years 4,281,218,662.00 4,529,407,198.75 700,000,000.00

Greenland Hongkong CNY 1.5 billion 1,500,000,000.00 2014/1/23 4 years 1,490,465,978.38 1,495,619,878.21 bond

USD Greenland Hongkong USD 5 billion bond 2014/8/7 3 years 3,035,935,451.57 3,218,901,337.81 500,000,000.00

Greenland Hongkong CNY 4.5 billion USD 2016/7/28 3 years 443,986,227.50 - bond 450,000,000.00

Overseas investment GRNL GLB B1907 2,447,600,000.00 2014/7/4 5 years 2,421,374,186.28 2,578,158,576.92

Overseas investment GRNL GLB B2407 3,671,400,000.00 2014/7/4 10 years 3,628,813,479.44 3,856,315,523.50

Overseas investment GRNL GLB N1710 3,059,500,000.00 2014/10/20 3 years 3,020,914,441.25 3,221,699,947.55

118

— F-119 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Term of the Name of bond Par value Issue date Issue amount Opening balance bond

Greenland Group Holdings Limited 2,000,000,000.00 2014/05/23 6 years 1,979,900,000.00 1,986,537,040.57 corporate bonds in 2014

Greenland Holdings Group Co., Ltd., in

2014 the first phase of the non-public 1,000,000,000.00 2014/12/18 2 years 997,000,000.00 997,022,209.40 directional debt financing tools

Corporate bonds 2015 first phase of 2 2,000,000,000.00 2015-12-10 5 years 1,987,800,000.00 1,987,929,496.84 billion - 15 Greenland 01-136089

Company debt 2015 first phase of 8 billion 8,000,000,000.00 2015-12-10 5 years 7,951,200,000.00 7,951,719,027.59 - 15 Greenland 02-136090

GRNL GLB N1709 1,948,080,000.00 2015-9-17 2 years 1,910,100,000.00 1,945,365,653.10

GRNL GLB N1909 2,000,280,000.00 2016/9/6 4 years 2,000,280,000.00 -

GRNL GLB N1912 1,250,334,000.00 2016/12/24 4 years 1,250,334,000.00 -

Greenland Corporate bonds 2016 first 9,000,000,000.00 2016/1/21 3 years 9,000,000,000.00 - phase of 9 billion

Greenland Corporate bonds 2016 first 1,000,000,000.00 2016/1/21 5 years 1,000,000,000.00 - phase of 10 billion

Industrial Bank 2 billion - Greenland

Holdings Group Co., Ltd., 2014 the 2,000,000,000.00 2015-2-11 2 years 2,000,000,000.00 1,996,331,349.64 second phase of the non-public directional debt financing tools

Jiangsu Construction Engineering Group

Co., Ltd. in the first phase of 2014 200,000,000.00 2014-7-10 3 years 300,000,000.00 - medium-term notes

Subtotal —— —— —— —— 37,440,567,239.87

Less: Bonds payable due within one year —— —— —— —— 5,526,429,408.15 ˄Notes VI.39˅

Total —— —— —— —— 31,914,137,831.72

119

— F-120 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

˄Continued˅

Premium or Provision for Name of bond Issue amount discount Current repayable Other Closing balance interest at par amortization

Gelon Xima International

Limited notes ˄Notes - - - - 113,460,000.02 1,789,020,000.01

Issuance˅

Greenland Hongkong dollar - - - -4,529,407,198.75 - - bond˄Bonds˅

Greenland Hongkong CNY - 36,164,465.83 811,969.59 - - 1,496,431,847.80 1.5 billion bond

Greenland Hongkong USD 5 - 61,669,926.40 101,403,826.27 -144,364,240.00 280,836,814.63 3,456,777,738.71 billion bond

Greenland Hongkong CNY 2,996,865,000.00 51,699,650.44 88,699,492.54 - - 3,085,564,492.54 4.5 billion bond

Overseas investment GRNL - - -14,133,329.54 - 196,641,423.08 2,760,666,670.46 GLB B1907

Overseas investment GRNL - - -38,451,815.18 - 305,884,476.50 4,123,748,184.82 GLB B2407

Overseas investment GRNL - - -12,066,830.49 - 246,800,052.45 3,456,433,169.51 GLB N1710

Greenland Group Holdings

Limited corporate bonds in - 124,800,000.00 4,569,050.12 - - 1,991,106,090.69

2014

Greenland Holdings Group

Co., Ltd., in 2014 the first phase of the non-public - - - -997,022,209.40 - - directional debt financing tools

Corporate bonds 2015 first phase of 2 billion - 15 - - 2,341,646.09 - - 1,990,271,142.93

Greenland 01-136089

Company debt 2015 first - - 9,376,338.26 - - 7,961,095,365.85 phase of 8 billion - 15

120

— F-121 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Premium or Provision for Name of bond Issue amount discount Current repayable Other Closing balance interest at par amortization

Greenland 02-136090

GRNL GLB N1709 - - -1,040,845.81 - 135,734,346.90 2,080,059,154.19

GRNL GLB N1909 2,000,280,000.00 - -12,004,790.74 - 80,820,000.00 2,069,095,209.26

GRNL GLB N1912 1,250,334,000.00 - -18,839,883.83 - -1,673,999.95 1,229,820,116.22

Greenland Corporate bonds 9,000,000,000.00 313,200,000.00 -38,728,820.37 - - 8,961,271,179.63 2016 first phase of 9 billion

Greenland Corporate bonds 1,000,000,000.00 38,000,000.00 -5,093,244.94 - - 994,906,755.06 2016 first phase of 10 billion

Industrial Bank 2 billion -

Greenland Holdings Group

Co., Ltd., 2014 the second - 108,000,000.00 3,308,092.83 - - 1,999,639,442.47 phase of the non-public directional debt financing tools

Jiangsu Construction

Engineering Group Co., Ltd. 200,000,000.00 18,000,000.00 - - - 200,000,000.00 in the first phase of 2014 medium-term notes

Subtotal —— —— —— —— —— 49,645,906,560.15

Less: Bonds payable due within one year˄Notes —— —— —— —— —— 13,187,022,421.76

VI.39˅

Total —— —— —— —— —— 36,458,884,138.39

Notes: Other major impact on exchange rate movements

43. Long-term payables

Item Closing balance Opening balance

Repair fund 3,519,588.47 1,380,973.76

Rent golf project 192,500.00 231,000.00

Employee compensation 74,311.20 -

Installments for projects - 32,494,389.66

121

— F-122 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

Financing lease 415,367,491.10 12,956,403.53

Others 498,431.38 3,445,835.61

Subtotal 419,652,322.15 50,508,602.56

Less: Long-term payables due within one year˄Note 14,962,004.57 6,000,000.00 VI.39˅

Total 404,690,317.58 44,508,602.56

44. Special payables

Increase in the Decrease in the Item Opening balance Closing balance Reason current period current period

Employee 9,508,468.36 - - 9,508,468.36 resettlement fee

Pay back - 34,471,186.72 - 34,471,186.72 construction funds

Governmental - 2,150,000.00 - 2,150,000.00 subsidies

Total 9,508,468.36 36,621,186.72 - 46,129,655.08

45. Accrued provisions

Item Closing balance Opening balance Reason

External guarantee 25,000,000.00 50,000,000.00

Pending litigation 201,454,999.83 306,083,133.90

Total 226,454,999.83 356,083,133.90

Notes: Details of accrued provisions refer to Note. XIII. “Commitments and contingencies”.

46. Deferred income

Increase in the Decrease in the Item Opening balance Closing balance Reason current period current period

Government subsidies 495,703,177.41 15,600,000.00 71,678,253.39 439,624,924.02 -

Commodity sales 30,415.85 2,727.15 - 33,143.00 - bonus points

Total 495,733,593.26 15,602,727.15 71,678,253.39 439,658,067.02 —

122

— F-123 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

The Item involving the government subsidies˖

Current

amount Asset related Opening Currrent increase Other Closing Liabilities accounted as /Income balance subsidies amount changes balance non-operating related

income

Land compensation 443,971,201.41 15,000,000.00 66,169,911.57 - 392,801,289.84 Asset related

Assets related - 4,961,976.00 - 46,770,000.00 51,731,976.00 Asset related subsidies

Venture capital 600,000.00 546,365.82 - 53,634.18 - Asset related grants

Total 495,703,177.41 15,600,000.00 71,678,253.39 - 439,624,924.02 —

47. Other non-current liabilities

Item Closing balance Opening balance

The guarantee compensation reserve 300,000.00 300,000.00

Liability reserve funds - 63,222,199.56

Deposit of house payment received in 1,666,228,839.91 1,115,923,921.39 advance

Total 1,666,528,839.91 1,179,446,120.95

48. Paid-in Capital

Decrease Increase in current Investor Opening balance in current Closing balance Proportion (%) year year

Greenland Holdings Group Corporation 12,949,010,280.00 6,700,000,000.00 - 19,649,010,280.00 100.00 Limited

Total 12,949,010,280.00 6,700,000,000.00 - 19,649,010,280.00 100.00

Notes: On December 26, 2016, the Company increased the registered assets of CNY 6,700,000,000.00 and

changed the industrial and commercial archives information.

49. Other equity instruments A. Basic imformation of other outstanding financial instruments, preferred shares, perpetual capital securities, etc, at the end of the year On September 15, 2015, the subsidiary of the company, Greenland Holding Group Company Limited, issued 2015 the first phase of the medium-term notes in the interbank market. The registered amount is CNY 5 billion. The issuing amount is CNY 2 billion. The medium-term note subsists for a long time before the issuers’ redemption according to the issuance provisions, and expires when the issuers redeem the note according to

123

— F-124 — Greenland Holding Group Company Limited Notes to the financial statements For the year ended 31 December 2016

the issuance provisions. The medium-term note was issued by par value of CNY 100. The interest of the medium-term note is calculated by fixed interest rate. The coupon rate for the first five years is the initial basic interest rate and interest rate spread. If the issuer would not redeem the note, from the sixth year, the coupon rate adjusted to the current basic interest rate and the initial interest rate spread, and plus 300 points, which remains until the tenth year. After that, the coupon rate is confirmed by the current basic interest rate and the initial interest rate spread, and plusing 300 points, every five years. B. Changes of outstanding financial instruments, preferred shares, perpetual capital securities, etc, at the end of the year

Increase in the Decrease in the Outstanding Opening balance Closing balance period period financial Carrying Carrying instruments Amount Carrying value Amount Amount Amount Carrying value value value

Perpetual Capital

Securities-15Gre 20,000,000.00 2,000,000,000.00 - - - - 20,000,000.00 2,000,000,000.00 enland MTN001

Total 20,000,000.00 2,000,000,000.00 - - - - 20,000,000.00 2,000,000,000.00

50. Capital reserve

Decrease in the Item Opening balance Increase in the period Closing balance period

Share premium 7,178,541,378.72 - - 7,178,541,378.72

Other capital reserves 1,079,415,677.14 38,126,953.40 64,298,694.13 1,053,243,936.41

Total 8,257,957,055.86 38,126,953.40 64,298,694.13 8,231,785,315.13

Notes: For the year, the subsidiary, Greenland Hong Kong Holding Co., Ltd, acquisition of minority interests

increased other capital reserves. The Company sold the 19% shares of Guizhou Construction Engineering Group

Ltd to induce to the decrease of other capital reserves. Please refer to Notes VIII.2.

124

— F-125 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

51. Other comprehensive income Change for the period Less:included in other Attributable to the Item Opening balance comprehensive Less˖income Minority interest Closing balance Before tax balance owner of the income in the prior tax expense (after tax) company (after tax) period, rolled in loss in the current period I.Item that may not be reclassified subsequently to profit or loss Including˖ Changes of net liabilities or net assets ------remeasured according to defined benefit plans Shares of other comprehensive income that cannot be re-classified in loss by investees according to ------

— F-126 — equity method II.Item that may be reclassified subsequently to profit -633,689,712.50 -904,869,979.60 352,316,014.54 36,135,059.97 -1,337,729,452.18 44,408,398.07 -1,971,419,164.68 or loss Including: Shares of other comprehensive income that would be re-classified in loss by investees -870,585.69 2,027,176.11 - - 2,027,176.11 - 1,156,590.42 according to equity method Variable profit and loss of fair value of 722,162,882.43 -108,286,744.13 352,316,014.54 36,135,059.97 -496,737,818.64 - 225,425,063.79 available-for-sale financial assets Profit and loss of held-to-maturity investments ------classified as available-for-sale financial assets Significant part of profit and loss of a cash-flow ------hedge Differences arising on translation of financial -1,354,982,009.24 -798,610,411.58 - - -843,018,809.65 44,408,398.07 -2,198,000,818.89 statements denominated in foreign currencies Total -633,689,712.50 -904,869,979.60 352,316,014.54 36,135,059.97 -1,337,729,452.18 44,408,398.07 -1,971,419,164.68

125 Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

52. Special reserve

Increase in the Decrease in the Item Opening balance Closing balance period period

Medical risk reserve 380,749.55 - 66,880.64 313,868.91

Total 380,749.55 - 66,880.64 313,868.91

53. Surplus reserves

Increase in the Decrease in the Item Opening balance Closing balance period period

Statutory surplus reserve 1,906,139,152.14 206,776,749.35 - 2,112,915,901.49

Discretionary surplus reserve 1,347,572,798.13 - - 1,347,572,798.13

Total 3,253,711,950.27 206,776,749.35 - 3,460,488,699.62 Notes: According to the provisions of the company law and articles of association, the statutory surplus reserve is withdrawed by 10% of net profit. If the accumulated statutory surplus reserve is more than 50% of the registered capital, the company would not have to withdraw the statutory surplus reserve. After withdrawing the statutory surplus reserve, the company can withdraw the discretionary surplus reserve. With approval, the discretionary surplus reserve can be used to make up the annual losses of previous years or increase the paid-in capital.

54. Retained profits

Item Closing balance Opening balance

Retained profits at the end of the prior year 22,748,384,133.02 23,569,017,287.01

Error correction - -

Retained profits s at the beginning of year 22,748,384,133.02 23,569,017,287.01

Add: Net profit attributable to owners of the Company for the period 7,209,288,330.18 6,886,426,698.70

Less: Appropriation to statutory surplus reserve 206,776,749.35 941,172,964.03

Appropriation to discretionary surplus reserve - -

Appropriation to generic risk reserve - -

The number of cash dividend distribution 3,000,000,000.00 7,089,802,056.00

Common stock dividends transferred to paid-in capital 137,073,972.60 -

Others -77,088,073.18 323,915,167.34

Closing balance 26,536,733,668.07 22,748,384,133.02 Notes: The decrease of others is cause by the subsidiary, Shanghai Greenland Group Hefei Properties Ltd, acquired minority shareholders that reduced retained profits instead to the short of capital reserve

126

— F-127 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

55. Operating income and operating costs

Amount recognized in the current period Amount recognized in the prior period Item Operating income Operating costs Operating income Operating costs

1.Principal operating 245,069,666,305.54 208,686,333,061.93 205,364,586,694.12 175,662,190,358.69 income:

2.Other operating 2,090,550,833.15 1,120,271,546.87 1,892,008,105.26 1,010,865,637.74 income

Total 247,160,217,138.69 209,806,604,608.80 207,256,594,799.38 176,673,055,996.43 55.1 Primary business˄industry-classified˅

Amount recognized in the current period Amount recognized in the prior period Name Operating income Operating costs Operating income Operating costs

Real estate and related 145,076,535,627.04 115,120,960,352.12 99,577,330,760.99 75,408,778,274.87 industries

Construction and related 76,591,525,570.58 72,990,907,478.37 42,662,627,604.51 40,025,798,984.25 industries

Sales of goods and related 15,943,024,516.68 15,833,730,309.18 34,170,378,612.28 34,043,205,230.78 industries

Energy and related 10,726,259,582.73 10,560,188,856.96 33,649,686,856.39 33,141,812,781.67 industries

Automobile and related 12,605,930,883.27 11,650,037,890.22 12,777,793,204.15 11,964,229,487.47 industries

Greening and related 1,067,961,398.86 908,881,728.58 1,001,457,201.23 849,784,539.60 industries

Property and related 731,234,607.91 609,132,291.50 627,547,064.53 416,213,122.58 industries

Hotel-related industries 1,754,146,333.70 337,134,492.44 1,558,105,043.22 306,851,790.58

Financial and related 484,368,382.90 90,463.00 457,235,964.26 42,124.40 industries

Rental income 681,032,364.91 812,258,484.06 549,924,613.62 587,163,091.43

Others 484,342,754.78 647,953,729.35 422,176,317.24 475,254,044.10

Subtotal 266,146,362,023.36 229,471,276,075.78 227,454,263,242.42 197,219,133,471.73

Less˖Interior offset number 21,076,695,717.82 20,784,943,013.85 22,089,676,548.30 21,556,943,113.04

Total 245,069,666,305.54 208,686,333,061.93 205,364,586,694.12 175,662,190,358.69

127

— F-128 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

55.2 Primary business˄region-classified˅

Amount recognized in the current period Amount recognized in the prior period Name Operating income Operating costs Operating income Operating costs

Eastern China 151,914,676,754.19 131,709,523,458.07 151,379,260,554.70 134,390,966,213.40

Central China 17,416,882,183.57 14,219,381,515.82 10,684,948,099.44 7,656,281,312.75

North China 14,355,738,649.99 10,022,995,895.58 20,428,479,777.31 16,463,136,573.17

Northeast China 15,632,998,011.27 12,089,258,629.21 6,910,506,394.09 5,115,682,616.06

Northwest China 3,376,133,317.15 3,318,437,785.57 5,360,146,653.64 4,936,375,556.24

Southwest China 13,674,908,342.33 12,285,962,333.66 7,779,625,126.05 6,635,901,330.11

South China 46,887,054,005.64 43,399,166,892.03 24,782,104,898.28 21,939,214,748.53

Hong Kong, Macao and 96,134,759.35 94,820,587.00 - - Taiwan

Oversea 2,791,835,999.87 2,331,728,978.84 129,191,738.91 81,575,121.47

Subtotal 266,146,362,023.36 229,471,276,075.78 227,454,263,242.42 197,219,133,471.73

Less˖Interior offset 21,076,695,717.82 20,784,943,013.85 22,089,676,548.30 21,556,943,113.04 number

Total 245,069,666,305.54 208,686,333,061.93 205,364,586,694.12 175,662,190,358.69 55.3 Net interest income

Item Amount incurred in the current period Amount incurred in the prior period

Interest Income 233,662,754.61 274,688,032.66

ˉDeposit in the same trade or business 2,958,718.52 4,275,141.02

ˉDeposit in the central bank - 80,235.65

ˉLoans and advances 230,704,036.09 270,332,655.99

Including˖ 76,208,902.96 134,273,419.41 ˉPersonal loans and advances

ˉCorporate loans and advances 154,495,133.13 136,059,236.58

Interest expense 11,757,797.64 14,539,467.73

ˉBorrowings from other banks and financial 11,757,797.64 11,942,114.58 institutions

ˉOthers - 2,597,353.15

Net interest income 221,904,956.97 260,148,564.93

128

— F-129 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

55.4 Net service charge & commission income

Item Amount incurred in the current period Amount incurred in the prior period

Service charge & commission income 6,274,971.04 2,502,069.60

ˉConsultancy and advisory fees 6,274,971.04 2,502,069.60

Service charge & commission expense 27,666.42 320,864.60

ˉService charges 27,666.42 320,864.60

Net service charge & commission income 6,247,304.62 2,181,205.00

56. Business taxes and levies

Item Amount incurred in the current period Amount incurred in the prior period

Consumption tax 166.00 -

Business tax 6,295,532,011.87 6,486,670,546.25

City construction and maintenance tax 587,718,263.02 411,893,105.28

Extra charges of education funds 456,658,048.08 328,621,960.89

Resource tax 24,869,830.66 26,343,726.31

Land value-added tax 4,279,537,025.06 3,744,730,431.29

River management and water conservancy 43,387,515.15 23,862,775.59 construction fund

House duty 168,447,854.32 6,017,743.42

Land use tax 238,672,248.25 -

Flood control security fund 3,808.31 2,124,837.26

Cultural construction funds 76,422.73 2,511.15

Dike fee 6,540,422.23 -

Price regulation fund 2,329,129.64 12,333,406.58

Disabled employment security 4,315,138.95 -

Others 209,208,760.56 26,832,177.60

Total 12,317,296,644.83 11,069,433,221.62 Notes: The more information about the standard of business taxes and levies, please see notes V, tax

57. Selling expenses

Item Amount incurred in the current period Amount incurred in the prior period

Wages 1,002,285,794.64 851,554,097.82

Staff welfare 47,801,645.24 55,448,949.51

Social security contributions 104,774,419.20 108,646,677.01

Housing fund and housing allowance 27,429,967.89 27,091,902.99

129

— F-130 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Amount incurred in the current period Amount incurred in the prior period

Union funds 2,996,241.71 2,973,270.90

Employee education funds 1,496,980.86 1,774,151.53

Labor protection costs 6,309,444.06 8,755,211.13

Administrative expenses 330,968,800.60 332,360,785.27

Business entertainment expenses 31,855,871.77 35,602,086.37

Travel expenses 29,461,343.66 42,003,777.43

Abroad fee 27,261.00 298,886.40

Advertising expenses 1,168,808,768.81 1,257,533,666.56

Publicity expense 969,499,579.92 1,014,156,154.49

Exhibition fee 39,955,271.46 50,284,095.07

Rental fee 110,052,420.72 124,031,669.45

Transportation costs 64,867,242.55 302,368,181.25

Depreciation 54,527,019.77 59,042,798.30

Repair cost 13,801,710.78 13,991,948.70

Insurance 909,410.28 2,253,469.12

Amortization of consumables 10,957,581.34 18,266,000.84

Amortization of long-term prepaid expenses 13,314,538.72 10,311,412.64

Amortization of intangible assets 496,122.14 26,210,675.82

Hire agency fees 309,428,018.34 317,302,028.34

Labor fee 259,343,812.40 119,413,666.25

Commission fee 23,866,890.57 45,338,009.49

Intermediary fee - 2,113,385.00

Pollutant charge 537,915.00 1,025,568.00

Consulting fee 295,447.00 60,000.00

Participation fee 129,999.89 -

Property fee 6,662,428.20 11,858,428.47

Sale sevice fee 1,603,044.69 8,442,130.96

Resource fee 51,857.27 4,931,384.43

Coal safety production costs 1,839.96 614,196.04

Guarantee compensation reserve - -500,000.00

Human Labour fee - 297,925.69

Energy cost 3,550,829.68 4,034,809.62

130

— F-131 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Amount incurred in the current period Amount incurred in the prior period

Communication expense - 1,956,343.82

Washing fee 2,390,370.16 -

Others 166,314,622.20 88,796,139.06

Labor protection fee 62,000.00 39,380.50

Total 4,806,836,512.48 4,950,683,264.27

58. Administrative expenses

Item Amount incurred in the current period Amount incurred in the prior period

Wages 2,270,078,778.40 1,825,881,852.56

Staff welfare 71,802,815.92 135,947,667.05

Social security contributions 395,516,649.68 336,449,867.57

Housing fund and housing allowance 91,456,664.07 74,494,410.78

Union funds 27,215,785.52 20,358,552.14

Employee education funds 14,672,119.88 15,915,669.75

Dismission welfare 505,147.64 71,477.63

Labor protection costs 29,857,141.80 24,973,305.11

Administrative expenses 682,727,983.09 554,988,641.54

Business entertainment expenses 158,629,554.43 141,863,420.52

Research and development expenses 19,488,238.32 2,933,923.36

Travel fee 161,606,314.30 154,366,093.59

Abroad fee 499,550.47 663,223.82

Conference fee 21,311,809.80 40,027,062.98

Company funds 2,606,283.84 4,100,068.93

Hiring fee 438,320.50 61,900.00

Advertising expenses 20,110,895.32 28,166,750.56

Publicity expense 33,676,453.10 39,614,813.45

Rental fee 221,151,493.00 323,718,452.78

Depreciation 371,896,033.87 393,943,388.72

Repair cost 142,682,331.77 43,158,334.23

Insurance 27,421,803.63 38,254,953.04

Tax 208,300,361.96 506,488,677.42

Amortization of consumables 22,373,070.44 12,430,797.34

Disabled employment security fund 967,578.85 1,557,515.70

131

— F-132 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Amount incurred in the current period Amount incurred in the prior period

Amortization of long-term prepaid expenses 106,496,185.40 98,670,032.53

Amortization of intangible assets 260,329,323.58 125,390,449.82

Advisory expense 247,126,369.29 101,343,804.23

Litigation costs 37,168,115.05 17,922,043.43

Hire agency fee 209,024,386.23 207,898,960.87

Labor fee 68,748,234.45 87,395,450.61

Fuel and heating cost 58,857.26 113,042.92

Property management fee 2,963,412.67 9,339,198.72

Labor fee 66,625.35 830,065.63

Meal fee 72,166.08 3,225,300.16

Vehicle costs 9,235,931.05 2,747,071.67

Communication expense 802,572.46 3,237,949.05

Security guard fee 197,716.41 341,834.97

Wade coal fees - 8,303,060.15

Water electricity and coal fee 9,765,192.98 45,273.00

Basic management fee 1,936,270.71 -

Others 118,053,952.00 361,515,538.98

Total 6,069,038,490.57 5,748,749,897.31

59. Financial expenses

Item Amount incurred in the current period Amount incurred in the prior period

Interest expenses 2,230,861,500.97 2,887,482,073.02

Less: Interest income 498,040,701.63 562,560,557.85

Acceptances discount 39,533,141.41 75,406,352.12

Exchange differences 740,134,468.85 573,313,889.00

Commission charge 164,742,198.38 187,070,440.56

Others 106,977,625.47 7,462,686.72

Total 2,784,208,233.45 3,168,174,883.57

60. Impairment losses on assets

Item Amount incurred in the current period Amount incurred in the prior period

Bad debt losses 1,274,351,845.13 1,044,487,747.03

Written-down of inventories -81,667,357.13 731,178,933.54

Impairment on Available for sale financial 43,374,237.81 -

132

— F-133 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Amount incurred in the current period Amount incurred in the prior period assets

Impairment on long-term equity investments - 26,667,200.00

Impairment on fixed assets 54,841,085.63 11,774,659.72

Impairment on goodwill 119,798,055.23 -

Impairment on loans 48,318,375.07 49,681,279.41

Total 1,459,016,241.74 1,863,789,819.70

61. Gains from changes in fair value Amount recognized in Amount recognized in Source resulting in gains from changes in fair value the current period the prior period

Financial assets at fair value through profit and loss -462,272,325.45 1,666,781,858.60

Including˖derivative financial instruments at fair value through 485,828,852.28 - profit and loss

Financial liability at fair value through profit and loss -329,543,442.19 -

Including˖derivative financial instruments at fair value through -329,543,442.19 - profit and loss

Total -791,815,767.64 1,666,781,858.60

62. Investment income

Amount incurred in the Amount incurred in the prior Item current period period

Income from long-term equity investments under cost method - 5,558,706.46

Income from long-term equity investments under equity method 389,144,317.25 509,298,759.70

Investment income on disposal of long-term equity investments 1,495,707,103.87 1,668,350,578.64

Investment income from financial assets at fair value through profit and loss 1,197,285,529.97 844,659,705.16

Investment income from holding held-to-maturity investments 68,615,018.93 93,545,021.91

Investment income from holding held-for-trading financial assets 151,633,315.99 92,815,482.47

Investment income on disposal of financial assets at fair value through profit 288,788,412.19 411,483,207.03 and loss

Investment income on disposal of held-for-trading financial assets 6,324,657.54 573,369.86

Investment income on disposal of available-for-sale financial assets 2,399,377,113.55 835,369,601.16

Other non current assets amortization of investment fair value is higher than -72,284,571.18 -73,817,574.55 the book value of long-term formation

Others 52,597,097.96 85,055,614.65

Total 5,977,187,996.07 4,472,892,472.49

133

— F-134 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

63. Non-operating income

Amount included in Amount Amount recognized non-recurring profit Item recognized in the in the current period or loss for the prior period period

Total gains on disposal of non-current assets 33,771,033.54 119,778,909.24 33,771,033.54

Including: Gains on disposal of fixed assets 33,771,033.54 78,597,343.58 33,771,033.54

Gains on disposal of intangible assets - 32,373,163.17 -

Others - 8,808,402.49 -

Gains on debt restructuring - - -

Donations received - 260,000.00 -

Governmental subsidies 414,393,728.59 422,313,640.62 414,393,728.59

Inventory profit 276,806.44 55,524.52 276,806.44

Forfeit penalty 86,582,093.82 78,358,200.55 86,582,093.82

The difference between the cost and fair value under 33,963,994.02 27,718,726.50 33,963,994.02 the non-control business

Resettlement compensation income 5,595,455.30 8,000,000.00 5,595,455.30

The accounts payable do not need to pay 8,021,282.68 90,366,984.44 8,021,282.68

Others 148,403,585.24 95,800,222.20 148,403,585.24

Total 731,007,979.63 842,652,208.07 731,007,979.63

Including: The current government subsidies recorded into the profits and losses

Amount recognized in Amount recognized in Related to the asset/ Item the current period the prior period earnings

Tax returns 69,736,512.20 8,695,518.23 Related to earnings

Financial support fund 220,616,232.51 307,067,147.94 Related to earnings

Energy-saving subsidies 2,682,000.00 1,082,000.00 Related to earnings

Government grants 44,558,545.06 72,160,295.41 Related to earnings

Street subsidies 3,026,516.31 4,459,312.62 Related to earnings

Related to the asset/ Special subsidy 72,064,752.08 28,659,366.42 earnings

Others 1,709,170.43 190,000.00 Related to earnings

Total 414,393,728.59 422,313,640.62 —

134

— F-135 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

64. Non-operating expenses

Item Amount recognized in Amount recognized in the Amount included in

Total gains on disposal of non-current 47,416,606.79 7,790,547.43 47,416,606.79

Including: Gains on disposal of fixed 40,758,095.23 7,779,855.60 40,758,095.23

Gains on disposal of 158,923.81 10,691.83 158,923.81

Others 6,499,587.75 - 6,499,587.75

Gains on debt restructuring - - -

Donations received 25,152,592.00 10,544,883.55 25,152,592.00

Inventory loss 661,836,137.97 772,955.51 661,836,137.97

Asset retirement, damage loss 10,422.49 33,621.21 10,422.49

Expected loss of guarantee 25,000,000.00 25,000,000.00 25,000,000.00

Expected loss of pending litigation 216,601,755.66 9,088,780.99 216,601,755.66

Damages, liquidated damages and 364,366,511.23 248,004,129.65 364,366,511.23

Forfeit penalty 228,985,759.46 111,746,883.16 228,985,759.46

Flood control fund 25,191.76 190,892.08 25,191.76

Others 50,016,814.55 38,910,656.37 50,016,814.55

Total 1,619,411,791.91 452,083,349.95 1,619,411,791.91

65. Income tax expense

65.1 Detail

Amount incurred in the current Amount incurred in the prior Item period period

Current tax expense calculated according to tax laws and 7,944,075,197.23 3,707,933,901.56 relevant requirements

Adjustments to deferred tax -2,901,087,755.02 -517,425,450.87

Total 5,042,987,442.21 3,190,508,450.69

65.2 Adjustment process of accounting profit and income tax expenses

Item Amount incurred in the current

period

Total profit 14,442,337,084.56

Income tax expenses calculated by the applicable tax rate 3,610,584,271.14

Impact by different tax rates applicable to subsidiaries 20,999,515.61

Overprovision in prior years 397,544,209.84

The influence of the non-taxable income -464,559,689.08

135

— F-136 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

The non-deduction of costs, expenses and losses 371,226,062.27

The influence of the deductible losses of preliminary unconfirmed deferred -213,603,925.75 income tax assets

The unconfirmed deferred income tax assets attributable to the deductible 1,376,108,397.68 temporary difference or deductible losses

Tax rates adjustment to the beginning balance of deferred income tax -55,311,399.50 assets/liabilities

Others 5,042,987,442.21

Income tax expense

66. Other comprehensive income

Please see Notes VI .51

67. Notes to cash flow statement

67.1 Other cash receipts relating to operating activities

Item Amount for the current period Amount for the prior period

Received from non-related parties 66,128,750,188.40 58,456,684,910.70

Received from related parties 13,276,499,896.38 5,473,373,779.91

The guarantee and deposit 18,259,635,308.78 8,754,012,789.75

Government subsidies 358,315,475.20 595,711,972.58

Interest income 498,048,417.20 328,914,090.17

Liquidated damages 59,582,141.23 80,955,965.04

Demolition and relocation compensation income 151,465,140.38 11,585,100.00

Purchase house intention 6,105,848,339.33 2,481,564,288.65

Limited funds 1,961,731,018.80 1,798,689,642.26

Other non-operating income 129,749,223.55 26,619,470.46

Total 106,929,625,149.25 78,008,112,009.52

67.2 Other cash payments relating to operating activities

Amount for the prior Item Amount for the current period period

Received from non-related parties 83,816,403,053.26 41,230,001,812.00

Received from related parties 5,518,280,437.61 12,840,817,249.61

The guarantee and deposit 13,660,390,859.44 9,633,258,906.24

Cash payments in administrative expenses 2,318,483,107.59 1,759,459,630.91

Cash payments in selling expenses 2,581,673,980.90 2,891,448,455.27

136

— F-137 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Amount for the prior Item Amount for the current period period

Cash payments in financial expenses 526,976,848.30 652,413,258.04

Cash payments in non-operating expenses 810,964,312.97 411,007,971.96

Owner collection &payment payment 583,303,929.87 272,660,542.70

Limited funds 1,785,170,114.05 1,436,685,959.85

Others 396,558,905.01 -

Total 111,998,205,549.00 71,127,753,786.58

67.3 Other cash receipts relating to investing activities

Amount for the prior Item Amount for the current period period

Net cash negative reclassification based on acquiring 1,241,449,217.05 2,833,392,183.51 the subsidiary

Wealth management products to redeem 10,107,556,054.08 8,318,989,034.86

Entrusted loan 8,958,009,351.77 5,856,319,600.03

Equity investment in advance - 495,000,000.00

Limited funds 63,508,186.70 90,000,000.00

The fund recoverd among companys 129,657,100.01 -

Others 52,624,608.90 -

Total 20,552,804,518.51 17,593,700,818.40

67.4 Other cash receipts relating to financing activities

Amount for the prior Item Amount for the current period period

Disposal of subsidiary regards monetary fund in the 1,991,146,790.19 2,857,238,266.56 prior period

Buy wealth management products 9,468,950,000.00 11,748,500,000.00

Pay entrusted loans 8,619,303,305.00 5,998,078,449.00

Limited funds 286,434,528.72 554,924,511.14

Investment commission and fees 95,338,189.98 8,332,720.69

Others 20,461,172,813.89 21,167,073,947.39

Total

137

— F-138 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

67.5 Other cash receipts relating to financing activities

Amount for the prior Item Amount for the current period period

Loans from companies 400,000,000.00 -

Receipts of short-term borrowings - 530,000,000.00

Interest income from the loans - 25,348,059.87

Limited funds 1,727,793,866.53 -

Cash received from finance lease 387,686,656.31 -

Others 57,710,798.91 -

Total 2,573,191,321.75 555,348,059.87

67.6 Other cash receipts relating to financing activities

Amount for the prior Item Amount for the current period period

Cash donation - 146,821.41

Financing lease payment 85,647,195.48 238,495,623.28

Financing consulting 81,017,167.45 94,520,322.07

Auditing and consulting for Issue stock and bonds - 223,960,076.04

The loan collateral deposit - 67,082,900.00

Return the short-term borrowing 32,367,348.30 1,129,158,097.77

Return the enterprise loan 749,033,333.33 -

Others 200,000.00 3,000,000.00

Total 948,265,044.56 1,756,363,840.57

68. Supplementary information about cash flow statement

68.1 Supplementary information about cash flow statement

Amount for the prior Supplementary information Amount for the current period period

1. Reconciliation of net profit to cash flow from operating

activities:

Net profit 9,399,349,642.35 7,384,772,224.93

Add: Provision for impairment losses of assets 1,459,016,241.75 1,863,789,819.70

Depreciation of fixed assets, depletion of oil and gas assets, 1,166,252,452.20 987,199,463.62 depreciation of bearer biological assets

Amortisation of intangible assets 263,466,542.65 125,463,030.93

138

— F-139 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Amount for the prior Supplementary information Amount for the current period period

Amortisation of long-term prepaid expenses 119,810,724.12 75,614,682.07

Losses on disposal of fixed assets, intangible assets and 13,645,573.25 -111,988,361.81 other long-term assets (gains are indicated by "ˉ")

Losses on write-off of fixed assets (gains are indicated by "ˉ 21,624.33 33,621.21 ")

Losses on changes in fair values (gains are indicated by "ˉ") 791,815,767.64 -1,666,781,858.60

Financial expenses (income is indicated by "ˉ") 2,969,730,223.19 3,252,803,502.33

Losses arising from investments (gains are indicated by "ˉ") -5,977,187,996.07 -4,472,892,472.49

Decrease in deferred tax assets (increase is indicated by "ˉ -2,478,337,754.60 -757,775,124.69 ")

Increase in deferred tax liabilities (decrease is indicated by " -422,750,000.42 240,349,673.82 ˉ")

Decrease in inventories (increase is indicated by "ˉ") -67,266,470,778.24 -59,053,040,473.62

Decrease in receivables from operating activities (increase is -25,303,510,103.30 -42,909,732,828.31 indicated by "ˉ")

Increase in payables from operating activities (decrease is 77,001,157,295.46 70,763,319,156.77 indicated by "ˉ")

Others -728,776,660.27 39,628,741.13

Net cash flow from operating activities -8,992,767,205.96 -24,239,237,203.01

2. Significant investing and financing activities that do - - not involve

Cash receipts and payments: 2,638,000,000.00 -

Conversion of debt into capital - -

Convertible bonds due within one year - -

3. Net changes in cash and cash equivalents:

Closing balance of cash 57,353,302,174.54 39,617,018,743.01

Less: Opening balance of cash 39,617,018,743.01 30,878,838,692.07

Add: Closing balance of cash equivalents - -

Less: Opening balance of cash equivalents - -

Net increase in cash and cash equivalents 17,736,283,431.53 8,738,180,050.94

139

— F-140 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

68.2 Net cash from the Company acquired the subsidiary this year

Item Amount for the current period

Cash and cash equivalents paid to acquire subsidiaries and business units 3,719,775,837.86

Including: Greenland (Aisa) Securities Ltd. 5,518,233.91

Shanghai Kuanshi Properties Ltd. 400,036,243.87

Henan Guanghai Real Estate Development Ltd. 100,010,000.00

Henan Ruihai Real Estate Development Ltd. 100,000,000.00

Shandong Huisheng Properties Ltd. 64,550,000.00

Shijiazhuang Zhongdi Real Estate Development Co.Ltd. 523,287,500.00

Shanghai Greenland Yunfeng Real Estate Development Co.Ltd. 318,528,000.00

Shanghai Tongying Properties Ltd. 253,701,000.00

Shanghai Puyun Real Estate Development Co.Ltd. 547,659,000.00

Shanghai Xinghong Real Estate Development Ltd. 15,128,060.08

Chengdu Wuhoutengfei Properties Ltd. 8,000,000.00

Jiangsu Province Construction Engineering Group Ltd. 577,500,000.00

Jiangsu Province Traffic Engineering Group Ltd. 304,768,000.00

Beijing Jingxi Construction Ltd. 81,089,800.00

Wuxi Yansha Real Estate Development Co.Ltd. 420,000,000.00

Less: Cash and cash equivalents held by subsidiaries and business units 2,347,431,151.72

Including: Greenland (Aisa) Securities Ltd. 370,254.24

Shanghai Kuanshi Properties Ltd. 261,306.34

Henan Guanghai Real Estate Development Ltd. 1,431,662.04

Henan Ruihai Real Estate Development Ltd. 80,360.63

Shandong Huisheng Properties Ltd. 2,508,966.88

Shijiazhuang Zhongdi Real Estate Development Co.Ltd. 19,692,085.37

Shanghai Greenland Yunfeng Real Estate Development Co.Ltd. 48,559,262.92

Shanghai Tongying Properties Ltd. 51,803,732.19

Shanghai Puyun Real Estate Development Co.Ltd. 77,881,589.34

Shanghai Xinghong Real Estate Development Ltd. 996,769.38

Jiangsu Province Construction Engineering Group Ltd. 738,763,132.39

Jiangsu Province Traffic Engineering Group Ltd. 854,584,928.06

Beijing Jingxi Construction Ltd. 6,024,704.27

Wuxi Yansha Real Estate Development Co.Ltd. 14,103,241.07

140

— F-141 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Amount for the current period

Foshan City Nanhai District Wanrui Investment Co.Ltd. 525,522,978.83

Foshan City Liyacuihushangzhu Real Estate Ltd. 4,846,177.77

Add:˖Cash or cash equivalents paid by the company merge during the 115,000,000.00 previous year

Less: Reclassification received other associated with investment in cash -1,241,449,217.05

Including: Jiangsu Province Construction Engineering Group Ltd. -161,263,132.39

Jiangsu Province Traffic Engineering Group Ltd. -549,816,928.06

Foshan City Nanhai District Wanrui Investment Co.Ltd. -525,522,978.83

Foshan City Liyacuihushangzhu Real Estate Ltd. -4,846,177.77

Net cash inflow on acquisition subsidiaries and business units 2,728,793,903.19

68.3 Net cash from the Company disposal of the subsidiary this year

Item Amount for the current period

Disposal price of subsidiaries and business units

Including: China Greenland Rundong Auto Group Ltd.

Shanghai Shenwan Properties Ltd.

Zhenzhou Greenland Exhibition

Henan Greenland Gangqu Properties Ltd.

Nanjing Antai Construction supervision consulting Ltd.

Nanjing Yonghe Property Management Ltd.

Nanjing Jinghua Garden Construction Ltd.

Shanghai Sibo Education Development Ltd.

Guizhou Qianzhongjian’an Properties & Investment Ltd.

Less˖cash and cash equivalents on the losing control day

Including: China Greenland Rundong Auto Group Ltd.

Zhengzhou Greenland Exhibition

Henan Greenland Gangqu Properties Ltd.

Nanjing Antai Construction supervision consulting Ltd.

Nanjing Yonghe Property Management Ltd.

Nanjing Jinghua Garden Construction Ltd.

Shanghai Sibo Education Development Ltd.

Guizhou Qianzhongjian’an Properties & Investment Ltd.

Shanghai Greenland Linggang Electric Fuel Ltd.

141

— F-142 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Amount for the current period

Shanghai Zhenzhong Fuel Ltd.

Add˖Cash or cash equivalents received during the current period

by the disposal of subsidiaries

Less: Reclassification paid other associated with investment in

cash

Including: China Greenland Rundong Auto Group Ltd.

Shanghai Greenland Linggang Electric Fuel Ltd.

Shanghai Zhenzhong Fuel Ltd.

Net cash inflow on disposal of subsidiaries and business units

68.4 Composition of cash and cash equivalents

Item Closing balance Opening balance

I. Cash 57,353,302,174.54 39,617,018,743.01

Including: Cash on hand 195,705,726.09 12,300,962.14

Bank deposits 50,222,827,773.45 38,279,713,091.69

Other monetary funds 6,934,768,675.00 1,325,004,689.18

II. Cash equivalents - -

Including: Investments in debt securities due within three - - months

III. Closing balance of cash and cash equivalents 57,353,302,174.54 39,617,018,743.01

Including: Cash and cash equivalents of the parent company - - or subsidiary of the group using restricted

Notes˖Cash and cash equivalents exclude the parent company or subsidiary of the group using restricted.

Cash and cash equivalents are CNY 2,710,486,145.90 from overseas subsidiaries of the company which is

Greenland holdings group overseas investment Co., Ltd and Hong Kong Vee Eight Limited. The subsidiaries remit

cash to the parent company is restricted because of the unit area on foreign exchange control.

69. Restricted the ownership and right to use of assets

Item Closing balance Reasons

Cash and bank balances 5,328,324,535.44 Refered Notes VI.1

Accounts receivable 2,375,094,372.96 Mortgage collateral

Inventories 173,661,694,947.51 Mortgage collateral

Investment property 5,756,831,536.25 Mortgage collateral

Fixed assets 9,237,594,829.22 Mortgage collateral

142

— F-143 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Reasons

Intangible assets 4,475,340,388.31 Mortgage collateral

Long-term equity investments 68,000,000.00 Mortgage collateral

Total 200,902,880,609.69 —

70. Monetary Item of foreign currencies

70.1 Monetary Item of foreign currencies

Balance in foreign Exchange rate for Balance of CNY converted Item currency at the end of conversion at the end of period period

Monetary funds — — 2,959,090,202.12

Including˖USD 254,599,579.97 6.9370 1,766,157,286.88

GBP 1,749,251.02 8.50941 14,885,076.66

EUR 240,542.98 7.3068 1,757,599.45

AUD 12,602,045.90 5.0157 63,208,081.61

CAD 10,621,848.66 5.1406 54,602,675.21

KRW 11,657,178,210.07 0.00576 67,145,346.49

THB 521,552.04 0.1940 101,181.10

MYR 11,747,555.59 1.5527 18,231,884.39

HKD 1,041,934,948.68 0.8945 932,009,505.63

SGD 206,038.88 6.9400 1,429,717.92

JPY 506,520,387.00 0.0596 30,184,056.38

BIF 384,335,672.13 0.0244 9,377,790.40

Financial assets at fair value — — 913,967,206.57 through profit and loss

Including˖USD 12,719,862.16 6.9370 88,237,683.80

HKD 923,108,207.59 0.89451 825,729,522.77

Accounts receivable — — 7,665,357.05

Including˖USD 7,136.65 6.9370 49,506.94

AUD 1,518,402.24 5.0157 7,615,850.11

Interest receivable — — 9,480,549.66

Including˖USD 1,366,664.21 6.9370 9,480,549.66

Other receivables — — 756,686,698.01

Including˖USD 94,318,200.53 6.937 654,285,357.08

143

— F-144 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Balance in foreign Exchange rate for Balance of CNY converted Item currency at the end of conversion at the end of period period

HKD 333.00 0.89451 297.87

CAD 1,092,063.50 5.1406 5,613,861.62

GBP 223,216.78 8.5094 1,899,440.87

AUD 4,871,077.33 5.0157 24,431,862.58

KRW 11,759,719,803.59 0.0058 68,206,374.86

MYR 1,448,581.00 1.5527 2,249,211.72

THB 1,502.11 0.1940 291.41

Available-for-sale financial — — 2,649,931,662.60 assets

Including˖USD 292,267,799.55 6.9370 2,027,461,725.48

HKD 695,878,120.00 0.89451 622,469,937.12

Other current assets — — 557,048,753.11

Including˖USD 80,301,103.23 6.9370 557,048,753.11

Short-term borrowings — — 1,162,213,553.91

Including˖USD 135,001,737.63 6.9370 936,507,053.91

AUD 45,000,000.00 5.0157 225,706,500.00

Accounts payable — — 2,657,742,198.35

Including˖USD 246,457,693.76 6.9370 1,709,677,021.63

CAD 44,278,597.04 5.1406 227,618,555.95

GBP 8,341,196.05 8.5094 70,978,573.66

AUD 3,864,669.93 5.0157 19,384,024.97

KRW 47,723,965,112.07 0.0058 276,798,997.65

MYR 227,529,480.57 1.5527 353,285,024.49

Interest payable — — 126,059,155.43

Including˖USD 18,171,998.77 6.9370 126,059,155.43

Other payables — — 1,890,914,964.85

Including˖USD 131,324,649.97 6.937 910,999,096.84

HKD 277,291,985.90 0.89451 248,040,454.31

CAD 1,063,946.45 5.1406 5,469,323.12

GBP 46,609.21 8.5094 396,616.42

144

— F-145 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Balance in foreign Exchange rate for Balance of CNY converted Item currency at the end of conversion at the end of period period

AUD 103,205,948.79 5.0157 517,650,077.34

KRW 2,997,686,242.61 0.0058 17,386,580.21

MYR 122,994,021.13 1.5527 190,972,816.61

Non-current liabilities due within — — 7,649,890,773.04 one year

Including˖USD 1,067,362,564.14 6.9370 7,404,294,107.44

HKD 274,560,000.00 0.89451 245,596,665.60

Long-term borrowings — — 19,552,446,090.56

Including˖USD 2,589,050,319.91 6.9370 17,960,242,069.20

HKD 1,098,240,000.00 0.89451 982,386,662.40

AUD 23,500,000.00 5.0157 117,868,950.00

KRW 42,306,206,896.55 0.0058 245,376,000.00

GBP 28,976,474.13 8.5094 246,572,408.96

Bonds payable — — 20,594,406,997.00

Including˖USD 2,710,881,792.85 6.9370 18,805,386,997.00

HKD 2,000,000,000.00 0.89451 1,789,020,000.00

70.2 The overseas subsidiaries of the Company

The main overseas subsidiaries of the Company are including Greenland holdings group overseas investment

Co., Ltd and Hong Kong Vee Eight Limited. The main operation place is including Korea, United States, Australia

and Canada. The overseas subsidiaries of the Company based on their main economic environment determine

US dollar (USD) and Hong Kong dollar (UKD).

145

— F-146 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

VII. Changes in the consolidation scope

1. Business combinations not involving enterprises under common control

1.1 Business combinations not involving enterprises under common control

Business

combinations not Equity Operating imcome Net profit from Amount of Ratio of Acquisition The determination Company name involving acquisition from purchase day purchase day to contribution contribution (%) date of acquisition enterprises under mode to the end the end

common control

Jiangsu Province Equity Construction acquisitions The actual control Engineering 2016/3/31 962,500,000.00 55.00 2016/3/31 12,048,443,543.07 286,398,894.67 and capital day Group Ltd. Note increase 1

Pay the investment

Greenland (Aisa) fund and the Equity Securities 2016/9/1 5,518,233.91 100.00 2016/9/1 changer - -54,145.73 acquisitions Ltd.Note2 registration

information

Shanghai Currency to Pay the investment Greenland acquire the fund and the Yunfeng Real 2016/3/1 318,528,000.00 100.00 shares of the 2016/3/1 changer 408,677,965.00 76,903,656.60 Estate original registration Development shareholders information Co.Ltd.

Shanghai Currency to Pay the investment

Tongying acquire the fund and the

Properties Ltd. 2016/3/1 253,701,000.00 100.00 shares of the 2016/3/1 changer 463,549,209.24 8,257,359.86

original registration

shareholders information

Shanghai Puyun Currency to Pay the investment

Real Estate acquire the fund and the

Development 2016/3/1 547,659,000.00 100.00 shares of the 2016/3/1 changer 1,222,861,489.37 123,834,270.22

Co.Ltd. original registration

shareholders information

Shanghai Currency to Pay the investment 2016/4/1 1,238,528,060.08 80.00 2016/4/1 - -760,563.38 Xinghong Real acquire the fund and the

146

— F-147 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Business

common control

Estate shares of the changer

Development original registration

Ltd. shareholders information

Shandong Currency to Pay the investment

Huisheng acquire the fund and the

Properties Ltd. 2016/5/1 64,550,000.00 100.00 shares of the 2016/5/1 changer - -876,840.26

original registration

shareholders information

Shijiazhuang Currency to Pay the investment

Zhongdi Real acquire the fund and the

Estate 2016/5/1 651,061,800.00 100.00 shares of the 2016/5/1 changer 65,244,176.19 897,305.71

Development original registration

Co.Ltd. shareholders information

Beijing Jingxi The changer

Construction Ltd. 2016/5/1 81,089,800.00 51.95 Purchase 2016/5/1 registration 318,411,054.21 1,777,160.24

information

Jiangsu Province The changer Traffic 2016/10/1 304,768,000.00 51.00 Purchase 2016/10/1 registration 2,841,862,217.99 61,233,985.89 Engineering information Group Ltd.

Wuxi Yansha The changer Real Estate 2016/12/1 420,000,000.00 65.00 Purchase 2016/12/1 registration - - Development information Co.Ltd.

Shanghai The changer - -67,090.99

Kuanshi 2015-12-7 420,036,243.87 100.00 Purchase 2015/12/7 registration

Properties Ltd. information

Henan Guanghai The changer Real Estate 2016-3-1 101,000,000.00 100.00 Purchase 2016/3/1 registration - 6.0143 million Development information Ltd.

Henan Ruihai 2016-3-1 100,000,000.00 100.00 Purchase 2016/3/1 The changer - 6.0626 million

147

— F-148 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Business

common control

Real Estate registration

Development information

Ltd.

Note 1: Greenland Urban Investment Group Ltd, sub-subsidiary of the Company, bought 55% shares of

Jiangsu Province Construction Engineering Group Ltd on 4th February 2016. The actual prompt date is 31st

March 2016. The Company paid Jiangsu Province Construction Engineering Group Ltd. 577.5 million CNY to

acquire 42.3% shares of it and then contributed 385 million CNY as additional shares to acquire 55% shares

eventually.

According to equity transfer and capital increase agreement signed by Jiangsu Province Construction Group

and Greenland Holdings Group Ltd. on 4th February 2016, the net assets value of Jiangsu Province Construction

Engineering Group Ltd. is recognized as 1.365 billion CNY on 31st December 2015. The net assets value is

determined as lower of 1.365 billion CNY and the amount of evaluation report.

Note 2: The Company signed equity transfer agreements to acquire Greenland (Asia) Securities Ltd. After paid

transfer payment, the Company changed ownership, assigned directors and determined acquisition date as the

date the Company has control over it. The Company determined the book value of net assets on 1st September

2016 as the recognizable fair value of net assets, and paid CNY 5,518,233.91 to acquire 100% shares of

Greenland (Asia) Securities Ltd. The recognizable fair value of net assets is CNY 370,254.24 on the acquisition

date, and the Company recognized CNY 5,147,979.67 as goodwill.

1.2 The combination costs and goodwill

Jiangsu Province Greenland Shanghai Construction Item (Aisa) Securities Kuanshi Engineering Group Ltd. Properties Ltd. Ltd.

Combined cost 962,500,000.00 5,518,233.91 420,036,243.87

üCash 962,500,000.00 5,518,233.91 420,036,243.87

üThe fair value of the non-cash asset - - -

üIssued or undertook the fair value of the debt - - -

üThe fair value of the equity securities issued - - -

148

— F-149 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Jiangsu Province Greenland Shanghai Construction Item (Aisa) Securities Kuanshi Engineering Group Ltd. Properties Ltd. Ltd.

üBefore the acquisition date holds a stake in the - - - fair value of the acquisition date

üOthers - - -

The total combination costs 962,500,000.00 5,518,233.91 420,036,243.87

Less˖The fair value of the identifiable net assets 962,500,000.00 370,254.24 420,036,243.87 share

Goodwill/combination costs less than the amount - 5,147,979.67 - of the fair value of identifiable net assets

˄Continued˅

Shanghai Shanghai Puyun Greenland Yunfeng Shanghai Real Estate Item Real Estate Tongying Development Development Properties Ltd. Co.Ltd. Co.Ltd.

Combined cost 318,528,000.00 253,701,000.00 547,659,000.00

üCash 318,528,000.00 253,701,000.00 547,659,000.00

üThe fair value of the non-cash asset - - -

üIssued or undertook the fair value of the debt - - -

üThe fair value of the equity securities issued - - -

üBefore the acquisition date holds a stake in - - - the fair value of the acquisition date

üOthers - - -

The total combination costs 318,528,000.00 253,701,000.00 547,659,000.00

Less˖The fair value of the identifiable net 318,528,000.00 253,701,000.00 547,659,000.00 assets share

Goodwill/combination costs less than the amount of the fair value of identifiable net - - - assets

149

— F-150 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

˄Continued˅

Shijiazhuang Shanghai Shandong Zhongdi Real Xinghong Real Item Huisheng Estate Estate Properties Ltd. Development Development Ltd. Co.Ltd.

Combined cost 1,238,528,060.08 64,550,000.00 651,061,800.00

üCash 1,238,528,060.08 64,550,000.00 651,061,800.00

üThe fair value of the non-cash asset - - -

üIssued or undertook the fair value of the debt - - -

üThe fair value of the equity securities issued - - -

üBefore the acquisition date holds a stake in the - - - fair value of the acquisition date

üOthers - - -

The total combination costs 1,238,528,060.08 64,550,000.00 651,061,800.00

Less˖The fair value of the identifiable net assets 1,238,528,060.08 64,550,000.00 671,473,317.41 share

Goodwill/combination costs less than the amount - - -20,411,517.41 of the fair value of identifiable net assets

˄Continued˅

Jiangsu Wuxi Yansha

Beijing Jingxi Province Traffic Real Estate Item Construction Ltd. Engineering Development

Group Ltd. Co.Ltd.

Combined cost 81,089,800.00 304,768,000.00 420,000,000.00

üCash 81,089,800.00 304,768,000.00 420,000,000.00

üThe fair value of the non-cash asset - - -

üIssued or undertook the fair value of the debt - - -

üThe fair value of the equity securities issued - - -

üBefore the acquisition date holds a stake in the - - - fair value of the acquisition date

üOthers - - -

The total combination costs 81,089,800.00 304,768,000.00 420,000,000.00

150

— F-151 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Jiangsu Wuxi Yansha

Beijing Jingxi Province Traffic Real Estate Item Construction Ltd. Engineering Development

Group Ltd. Co.Ltd.

Less˖The fair value of the identifiable net assets 2,696,606.78 318,560,301.76 420,000,000.00 share

Goodwill/combination costs less than the amount 78,393,193.22 -13,792,301.76 - of the fair value of identifiable net assets

˄Continued˅

Henan Guanghai Real Henan Ruihai Real Estate Item Estate Development Ltd. Development Ltd.

Combined cost 100,010,000.00 100,000,000.00

üCash 100,010,000.00 100,000,000.00

üThe fair value of the non-cash asset - -

üIssued or undertook the fair value of the debt - -

üThe fair value of the equity securities issued - -

üBefore the acquisition date holds a stake in the fair - - value of the acquisition date

üOthers - -

The total combination costs 100,010,000.00 100,000,000.00

Less˖The fair value of the identifiable net assets 100,010,000.00 100,000,000.00 share

Goodwill/combination costs less than the amount of - - the fair value of identifiable net assets

1.3 The mainly identifiable assets and liabilities on the acquisition date

Jiangsu Province Construction Greenland (Aisa) Securities Shanghai Kuanshi Properties

Engineering Group Ltd. Ltd. Ltd.

The fair Book value The fair value Item The fair value on Book value on Book value on value on the on the on the the acquisition the acquisition the acquisition acquisition acquisition acquisition date date date date date date

Assets˖

Current assets 15,417,885,190.43 15,417,885,190.43 370,254.24 370,254.24 1,316,132,227.86 915,974,583.80

151

— F-152 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Jiangsu Province Construction Greenland (Aisa) Securities Shanghai Kuanshi Properties

Engineering Group Ltd. Ltd. Ltd.

Non-current 1,678,136,150.49 1,519,605,672.32 - - 127,138.38 127,138.38 assets liabilities˖

Current liabilities 15,215,269,424.64 15,215,269,424.64 - - 896,223,122.37 896,223,122.37

Non-current 515,751,916.28 515,751,916.28 - - - - liabilities

Total equity belong to parent 1,365,000,000.00 1,206,469,521.83 370,254.24 370,254.24 420,036,243.87 19,878,599.81 company

Less˖Minority 402,500,000.00 542,911,284.83 370,254.24 370,254.24 420,036,243.87 19,878,599.81 interests

Net assets 962,500,000.00 663,558,237.00 370,254.24 370,254.24 420,036,243.87 19,878,599.81

˄Continued˅

Shanghai Greenland Yunfeng Shanghai Tongying Properties Shanghai Puyun Real Estate Real Estate Development Ltd. Development Co.Ltd. Co.Ltd.

Item The fair value The fair value The fair value Book value on Book value on Book value on on the on the on the the acquisition the acquisition the acquisition acquisition acquisition acquisition date date date date date date

Assets˖

Current assets 895,567,445.21 832,707,368.43 852,336,654.66 840,672,139.53 1,746,274,642.19 1,693,335,251.43

Non-current 235,642.30 235,642.30 33,945.29 33,945.29 33,749.11 33,749.11 assets liabilities˖

Current liabilities 377,275,087.51 377,275,087.51 348,669,599.95 348,669,599.95 868,649,391.30 868,649,391.30

Non-current 200,000,000.00 200,000,000.00 250,000,000.00 250,000,000.00 330,000,000.00 330,000,000.00

152

— F-153 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Shanghai Greenland Yunfeng Shanghai Tongying Properties Shanghai Puyun Real Estate Real Estate Development Ltd. Development Co.Ltd. Co.Ltd.

Total equity belong to parent 318,528,000.00 255,667,923.22 253,701,000.00 242,036,484.87 547,659,000.00 494,719,609.24 company

Less˖Minority ------interests

Net assets 318,528,000.00 255,667,923.22 253,701,000.00 242,036,484.87 547,659,000.00 494,719,609.24

˄Continued˅

Shanghai Xinghong Real Shandong Huisheng Properties Shijiazhuang Zhongdi Real

Estate Development Ltd. Ltd. Estate Development Co.Ltd.

The fair value The fair value The fair value Item Book value on Book value on Book value on on the on the on the the acquisition the acquisition the acquisition acquisition acquisition acquisition date date date date date date

Assets˖

Current assets 2,239,117,984.97 1,001,586,694.27 288,552,578.96 233,789,750.29 1,975,752,031.24 1,348,258,188.23

Non-current - - - - 353,536.11 353,536.11 assets liabilities˖

Current liabilities 1,000,589,924.89 1,000,589,924.89 224,002,578.96 224,002,578.96 924,632,249.94 924,632,249.94

Non-current - - - - 380,000,000.00 380,000,000.00 liabilities

Total equity belong to parent 1,238,528,060.08 996,769.38 64,550,000.00 9,787,171.33 671,473,317.41 43,979,474.40 company

Less˖Minority ------

153

— F-154 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Shanghai Xinghong Real Shandong Huisheng Properties Shijiazhuang Zhongdi Real

Estate Development Ltd. Ltd. Estate Development Co.Ltd.

Assets˖

interests

Net assets 1,238,528,060.08 996,769.38 64,550,000.00 9,787,171.33 671,473,317.41 43,979,474.40

˄Continued˅

Beijing Jingxi Construction Jiangsu Province Traffic Wuxi Yansha Real Estate

Ltd. Engineering Group Ltd. Development Co.Ltd.

The fair value Book value The fair value Book value Item The fair value on Book value on on the on the on the on the the acquisition the acquisition acquisition acquisition acquisition acquisition date date date date date date

Assets˖

Current assets 215,448,399.91 215,448,399.91 14,439,087,210.58 14,439,087,210.58 650,076,399.59 583,638,909.46

Non-current 46,888,934.52 46,888,934.52 494,150,689.70 494,150,689.70 - - assets liabilities˖

Current liabilities 217,033,451.31 217,033,451.31 13,765,500,211.57 13,765,500,211.57 39,696,586.59 39,696,586.59

Non-current 42,708,071.76 42,708,071.76 489,486,656.31 489,486,656.31 - - liabilities

Total equity belong to parent 2,595,811.36 2,595,811.36 678,251,032.40 678,251,032.40 646,153,846.15 543,942,322.87 company

Less˖Minority -100,795.42 -100,795.42 359,690,730.64 359,690,730.64 226,153,846.15 190,379,813.00 interests

Net assets 2,696,606.78 2,696,606.78 318,560,301.76 318,560,301.76 420,000,000.00 353,562,509.87

154

— F-155 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

˄Continued˅

Henan Guanghai Real Estate Development Ltd. Henan Ruihai Real Estate Development Ltd.

Item Fair Value on Carrying Value on Fair Value on Carrying Value on

Purchase date Purchase date Purchase date Purchase date

Assets˖

Current assets 2,302,885,400.00 2,001,385,900.00 329,030,200.00 321,744,200.00

Non-current 9,800.00 9,800.00 - - assets liabilities˖

Current liabilities 2,202,885,100.00 2,202,885,100.00 229,030,200.00 229,030,200.00

Non-current - - - - liabilities

Total equity belong to parent 100,010,000.00 -214,379,300.00 100,000,000.00 92,714,000.00 company

Less˖Minority - - - - interests

Net assets 100,010,000.00 -214,379,300.00 100,000,000.00 92,714,000.00

2. The disposal of subsidiaries

2.1 The sitituation of disposal subsidiaries that losing control. Corresponding disposal cost Equity Equity and disposal investment share The equity disposal Loss of The determination of disposal disposal the subsidiary net assets the Subsidiaries name price control point loss of control point ratio (%) mode difference and the consolidated level

China Greenland

Rundong Auto 1,787,242,650.56 100.00 Sale 2016-6-30 Loss of control date 235,306,329.93

Group Ltd.

Shanghai Shenwan 1,574,566,640.00 100.00 Sale 2016-12-20 Loss of control date 972,758,607.15 Properties Ltd.

Henan Greenland

Gangqu Properties 10,000,000.00 100.00 Sale 2016-8-31 Loss of control date 5,442,204.27

Ltd.

Zhengzhou 10,000,000.00 100.00 Sale 2016-8-31 Loss of control date 2,984,339.64 Greenland

155

— F-156 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Corresponding disposal cost Equity Equity and disposal investment share The equity disposal Loss of The determination of disposal disposal the subsidiary net assets the Subsidiaries name price control point loss of control point ratio (%) mode difference and the consolidated level

Exhibition

Nanjing Antai

Construction 5,300,000.00 84.60 Sale 2016.8.31 Loss of control date 3,659,687.72 supervision consulting Ltd.

Nanjing Jinghua

Garden 15,700,000.00 100.00 Sale 2016.8.31 Loss of control date 3,621,871.73

Construction Ltd.

Nanjing Yonghe

Property 251,50,000.00 97.3663 Sale 2016.8.31 Loss of control date 16,835,880.41

Management Ltd.

Shanghai Sibo

Education 347,987,411.25 67.14 Sale 2016-2-28 Loss of control date 246,569,043.87

Development Ltd.

Guizhou

Qianzhongjian’an 5,100,000.00 51.00 Sale 2016-6-30 Loss of control date 834,442.31 Properties &

Investment Ltd.

˄Continued˅ Other Losing control for the comprehensive Losing In accordance The book value of Losing control of confirmation of the fair income related to control of with the fair value the losing control the fair value of value of the day of the atomic company the residual to measure the Subsidiaries name of the remaining the remaining rest of the equity method equity investment equity ratio residual equity stake stake and the main into the amount of (%) gains or losses assumptions investment gains and losses

China Greenland

Rundong Auto ------

Group Ltd.

Shanghai Shenwan ------Properties Ltd.

Henan Greenland ------Gangqu Properties

156

— F-157 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Other Losing control for the comprehensive Losing In accordance The book value of Losing control of confirmation of the fair income related to control of with the fair value the losing control the fair value of value of the day of the atomic company the residual to measure the Subsidiaries name of the remaining the remaining rest of the equity method equity investment equity ratio residual equity stake stake and the main into the amount of (%) gains or losses assumptions investment gains and losses

Ltd.

Zhengzhou

Greenland ------

Exhibition

Henan Greenland

Gangqu Properties ------

Ltd.

Nanjing Antai

Construction ------supervision consulting Ltd.

Nanjing Yonghe

Property ------

Management Ltd.

Nanjing Jinghua

Garden ------

Construction Ltd.

Sibo Education ------

Guizhou

Qianzhongjian’an ------Properties &

Investment Ltd.

3. Other reasons for the merger of the range changes

3.1 The new subsidiary in 2016

Name Reason

Greenland Group Beijing Tengshun Properties Ltd. Newly established subsidiary

Shanghai Yiwei Investment Management Ltd. Newly established subsidiary

Greenland Holdings Group Hangzhou Zhongyin Newly established subsidiary Properties Ltd.

157

— F-158 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Name Reason

Nanjing Greenland Subway Line No.5 Investment Newly established subsidiary Development Ltd.

Greenland Group Jinan Lvlu Properties Ltd. Newly established subsidiary

Greenland Group Jinan Aodu Properties Ltd. Newly established subsidiary

Greenland Group Jinan Lushun Properties Ltd. Newly established subsidiary

Greenland Group Jinan Lvao Properties Ltd. Newly established subsidiary

Greenland Group Jinan Lvhua Properties Ltd. Newly established subsidiary

Greenland Group Jinan Xin’ao Properties Ltd. Newly established subsidiary

VIII. The equity of the other subjects

1. The equity of subsidiaries

1.1 The structure of the enterprise group

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Greenland Group Real Estate 2 Jiangsu Kunshan City 100.00 - Establishment (Kunshan) Properties Ltd. Development

Shanghai Greenland Real Estate 2 Shanghai Jiading District 100.00 - Establishment Properties Ltd. Development

Business Shanghai Gucungelinmao Real Estate Combination not 2 Shanghai Baoshan District 100.00 - Properties Ltd. Development under common control

Shanghai Greenland Real Estate 2 Shanghai Baoshan District 100.00 - Establishment Kanghe Properties Ltd. Development

Shanghai Baoli Properties Real Estate 2 Shanghai Baoshan District 100.00 - Establishment Ltd. Development

Shanghai Greenland Real Estate 2 Shanghai Baoshan District 100.00 - Establishment Linshen Properties Ltd. Development

Shanghai Zhendong Real Estate 2 Shanghai Putuo District 50.00 - Establishment Properties Ltd. Development

Shanghai Greenland Real Estate 2 Shanghai Jiading District 100.00 - Establishment Yuansheng Properties Ltd. Development

Shanghai Greenland Real Estate 2 Shanghai Jiading District 100.00 - Establishment Shengkun Properties Ltd. Development

158

— F-159 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Greenland Group Jiaxing Real Estate 2 Zhejiang Jiaxin City 100.00 - Establishment Properties Ltd. Development

Greenland Group Real Estate 2 Jiangsu Wujiang City 100.00 - Establishment (Wujiang) Properties Ltd. Development

Shanghai Jinlv Industrial Real Estate 2 Shanghai Minhang District 70.00 - Establishment Development Ltd. Development

Shanghai Jingpu Real Real Estate Estate Development 2 Shanghai Putuo District 100.00 - Establishment Development Co.Ltd.

Business Shanghai Kangchen Real Pudong New Real Estate Combination not Estate Development 2 Shanghai 90.00 10.00 District Development under common Co.Ltd. control

Shanghai Greenland Pudong New Real Estate 2 Shanghai 70.17 4.83 Establishment William Properties Ltd. District Development

Business Shanghai Jinyou Real Estate Combination not Investment Development 2 Shanghai Minhang District 80.00 20.00 Development under common Ltd. control

Beijing Jinxin Properties Real Estate 2 Beijing Tongzhou District 50.00 - Establishment Ltd. Development

Shanghai Greenland Real Estate 2 Shanghai Huangpu District 75.00 25.00 Establishment Henglian Properties Ltd. Development

Shanghai Greenland Real Estate 2 Shanghai Minhang District 90.00 10.00 Establishment Kejidao Properties Ltd. Development

Shanghai Binjiang Real Estate 2 Shanghai Xuhui District 100.00 - Establishment Properties Ltd. Development

Shanghai Greenland Haipo Real Estate 2 Shanghai Huangpu District 100.00 - Establishment Properties Ltd. Development

Greenland Urban 2 Shanghai Shanghai Investment 100.00 - Establishment Investment Group Ltd.

Shanghai Greenland Pudong New Real Estate 2 Shanghai 100.00 - Establishment Kanglin Properties Ltd. District Development

Shanghai Greenland Real Estate 2 Shanghai Songjiang District 100.00 - Establishment Lanwan Properties Ltd. Development

159

— F-160 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Business Shanghai Hengshen Real Estate Combination not 2 Shanghai Yangpu District 89.00 11.00 Properties Ltd. Development under common control

Shanghai Greenland Real Estate 2 Shanghai Putuo District 70.00 30.00 Establishment Xinlongji Properties Ltd. Development

Shanghai Longwei Real Real Estate 2 Shanghai Chongming County 60.00 - Establishment Estate Co.Ltd. Development

Shanghai Greenland Real Estate Industrial Development 2 Shanghai Chongming County 90.00 10.00 Establishment Development Ltd.

Shanghai Greenland Real Estate Xincaojing Construction 2 Shanghai Jinshan District 90.00 10.00 Establishment Development Development Ltd.

Shanghai Greenland Real Estate Industrial Investment 2 Shanghai Jinshan District 98.08 - Establishment Development Development Ltd.

Shanghai Greenland Pudong New Real Estate Lingang Construction 2 Shanghai 100.00 - Establishment District Development Development Ltd.

Shanghai Greenland Pudong New Real Estate 2 Shanghai 100.00 - Establishment Harbor Properties Ltd. District Development

Shanghai Greenland Real Estate 2 Shanghai Fengxian District 100.00 - Establishment Jinghui Properties Ltd. Development

Shanghai Greenland Hui Real Estate 2 Shanghai Fengxian District 100.00 - Establishment Properties Ltd. Development

Shanghai Greenland Minjia Real Estate Real Estate Development 2 Shanghai Minhang District 90.00 10.00 Establishment Development Co.Ltd.

Shanghai Greenland Real Estate 2 Shanghai Fengxian District 100.00 - Establishment Fengxian Properties Ltd. Development

Shanghai Greenland Real Estate 2 Shanghai Songjiang District 100.00 - Establishment Songjiang Properties Ltd. Development

Shanghai Kangju Real Estate Business 2 Shanghai Chongming County 100.00 - Properties Ltd. Development Combination not

160

— F-161 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

under common control

Shanghai Greenland Real Estate Central Real Estate 2 Shanghai Qingpu District 90.00 10.00 Establishment Development Development Co.Ltd.

Shanghai Greenland East Real Estate Real Estate Development 2 Shanghai Qingpu District 90.00 10.00 Establishment Development Co.Ltd.

Shanghai Greenland Pudong New Real Estate 2 Shanghai 60.00 - Establishment Jinqiao Properties Ltd. District Development

Shanghai Greenland Real Estate Group Pujiang Forest 2 Shanghai Minhang District 90.00 10.00 Establishment Development Development Ltd.

Greenland Group Real Estate 2 Jiangsu Changshu City 90.00 10.00 Establishment Changshu Properties Ltd. Development

Shanghai Chunshen Real Real Estate 2 Shanghai Minhang District 49.00 - Establishment Estate Development Ltd. Development

Nanjing State-owned Real Estate Greenland Financial 2 Jiangsu Nanjing 63.83 12.84 Establishment Development Center Ltd.

Nanjing Greenland Real Estate International Business 2 Jiangsu Nanjing 90.00 10.00 Establishment Development Center Ltd.

Business

Suzhou Feicui International Real Estate Combination not 2 Jiangsu Suzhou 95.00 5.00 Community Properties Ltd. Development under common control

Greenland Group Real Estate 2 Jiangsu Zhenjiang 100.00 - Establishment Zhenjiang Properties Ltd. Development

Shanghai Greenland Real Estate Group Jiangxi Lvdu 2 Jiangxi Nanchang County 100.00 - Establishment Development Properties Ltd.

Shanghai Greenland Real Estate Group Jiangxi Shenchang 2 Jiangxi Nanchang County 100.00 - Establishment Development Properties Ltd.

161

— F-162 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Shanghai Greenland Real Estate Group Jiangxi Shenhong 2 Jiangxi Nanchang County 95.00 5.00 Establishment Development Properties Ltd.

Shanghai Greenland Real Estate Group Jiangxi Shenjiang 2 Jiangxi Nanchang County 100.00 - Establishment Development Properties Ltd.

Shanghai Greenland Real Estate Group Hefei Properties 2 Anhui Hefei City 100.00 - Establishment Development Ltd.

Greenland Group Real Estate 2 Anhui Ma On Mountain 100.00 - Establishment Maanshan Properties Ltd. Development

Greenland Group Xian Real Estate 2 Shanxi Xi 'An 99.29 0.71 Establishment Properties Ltd. Development

Greenland Group Chanba Real Estate 2 Shanxi Xi 'An 100.00 - Establishment Industrial Ltd. Development

Greenland Group Xian Real Estate 2 Shanxi Xi 'An 100.00 - Establishment Hujing Properties Ltd. Development

Greenland Group Chengdu Real Estate 2 Sichuan Chengdu 100.00 - Establishment Properties Ltd. Development

Business Henan Laojiefang Real Estate Combination not 2 Henan Zhengzhou 98.45 1.55 Properties Ltd. Development under common control

Henan Grenland Real Estate 2 Henan Zhengzhou 97.86 2.14 Establishment Zhongyuan Properties Ltd. Development

Urban Business Nanjing City Urban Construction Combination not Construction Development 2 Jiangsu Nanjing 51.85 - Comprehensive under common (Group) Ltd. Development control

Greenland Group Taiyuan Real Estate 2 Shanxi Taiyuan 95.00 5.00 Establishment Properties Ltd. Development

Business Liaoning Hongweixincheng Real Estate Combination not Real Estate Development 2 Liaoning Shenyang 100.00 - Development under common Co.Ltd. control

162

— F-163 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Culture And Art, Tianjing Longgu Cultural 2 Tianjin Ji County Real Estate 60.00 40.00 Establishment Development Ltd. Investment

Shanghai Greenland Real Estate Group Xianghe Investment 2 Hebei Langfang City 100.00 - Establishment Development Ltd.

Beijing Greenland Real Estate 2 Beijing Miyun County 100.00 - Establishment Jinghong Properties Ltd. Development

Beijing Greenland Jinghua Real Estate 2 Beijing Chaoyang District 100.00 - Establishment Properties Ltd. Development

Business Hong Kong Vee Eight Ltd. 2 Hong Kong Hong Kong 100.00 - Establishment Consulting

Greenland Group Real Estate 2 Chongqing Jiangbei District 100.00 - Establishment Chongqing Properties Ltd. Development

Business

Shandong Greenland Real Estate Combination not 2 Shandong Jinan 60.00 - Quan Holdings Group Ltd. Development under common control

Greenland Group Real Estate 2 Shandong Jinan 65.00 21.00 Establishment Shandong Properties Ltd. Development

Business Greenland Liaoning Assets Combination not Investment Construction 2 Liaoning Shenyang Investment 95.00 - under common Holdings Group Ltd. Management control

Greenland Group Real Estate 2 Jilin Changchun City 100.00 - Establishment Changchun Properties Ltd. Development

Greenland Group Real Estate Changchun Lvyang 2 Jilin Changchun 100.00 - Establishment Development Properties Ltd.

Greenland Group Jilin Real Estate 2 Jilin Changyi District 100.00 - Establishment Properties Ltd. Development

Greenland Group Hei Mudanjiang City Real Estate 2 100.00 - Establishment Mudanjiang Properties Ltd. Longjiang Development

Wuhan Greenland Binjiang Real Estate 2 Hubei Wuhan 51.00 49.00 Establishment Properties Ltd. Development

163

— F-164 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Guangzhou Greenland Real Estate Real Estate Development 2 Guangzhou Baiyun District 100.00 - Establishment Development Ltd.

Greenland Real Estate Real Estate 2 Shanghai Huangpu District 100.00 - Establishment Group Ltd. Development

Greenland Holdings Group Real Estate Hangzhou Shuangta 2 Zhejiang Hangzhou 100.00 - Establishment Development Properties Ltd.

Shanghai Lvchuan Real Real Estate 2 Shanghai Jinshan District 60.00 40.00 Establishment Estate Resource Co.Ltd. Development

Business Chongqing Greenland Real Estate Combination not Dongyuan Real Estate 2 Chongqing Chongqing 60.00 - Development under common Development Co.Ltd. control

Commercial

Shanghai Greenland Trade And 2 Shanghai Qingpu District 98.00 2.00 Establishment Commerce (Group) Ltd. Industrial Investment

Kunshan Zhongcheng Real Estate Industrial Development 2 Jiangsu Kunshan City 100.00 - Establishment Development Ltd.

Shanghai Greenland Hotel Industrial Investment Development 2 Shanghai Qingpu District Investment And 56.88 43.12 Establishment Ltd. Management

Kunshan Joint Business Real Estate 2 Jiangsu Kunshan City 100.00 - Establishment Development Ltd. Development

Shanghai Greenland Real Estate 2 Shanghai Putuo District 100.00 - Establishment Quansheng Properties Ltd. Development

Shanghai Greenland 2 Shanghai Shanghai Qingpu District 100.00 - Establishment Rongsheng Properties Ltd.

Business Greenland Automotive Combination not 2 Shanghai Jiangsu Kunshan City 72.00 8.00 Service (Group) Ltd. under common

control

Shanghai Greenland 2 Shanghai Shanghai Qingpu District 83.33 16.67 Establishment

164

— F-165 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Sports Culture Development Ltd.

Greenland Energy Group 2 Shanghai Jiangsu Kunshan City 90.00 10.00 Establishment Ltd.

Greenland Holdings Group (Shanghai) International 2 Shanghai Shanghai Putuo District 100.00 - Establishment

Investment Ltd.

Shanghai Lvzhihai Warehouse 2 Shanghai Pudong New Area 100.00 - Establishment Warehousing Ltd. Service

Shanghai Lvan Properties Property Management Development 2 Shanghai Qingpu District 51.00 - Establishment Management Ltd.

Greenland Group Beijing Real Estate 2 Beijing Tongzhou District 100.00 - Establishment Jingshang Properties Ltd. Development

Greenland Group Jinan Real Estate 2 Shandong Jinan 100.00 - Establishment Xihe Properties Ltd. Development

Shanghai Greenland Property 2 Shanghai Chongming County 100.00 - Establishment Property Service Ltd. Management

Landscape Design Greenland Group Senmao 2 Shanghai Qingpu District Construction 60.00 - Establishment Garden Ltd. And Maintenance

Greenland International Hotel Hotel Management Group 2 Hong Kong Hong Kong 100.00 - Establishment Management Ltd.

Greenland Financial Investment Investment Holdings Group 2 Shanghai Chongming County 100.00 - Establishment Management Ltd

Greenland Group Beijing Real Estate 2 Beijing Chaoyang District 100.00 - Establishment Jingkai Properties Ltd. Development

Nanchang Greenland Real Estate 2 Nanchang High-Tech Zone 100.00 - Establishment Shenfei Properties Ltd. Development

Greenland Group Hefei Real Estate 2 Anhui Hefei 100.00 - Establishment Zifeng Properties Ltd. Development

165

— F-166 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Shanghai Greenland Group Datong City Real Estate 2 Shanxi Datong 100.00 - Establishment Xinyuan Real Estate Development Development Co.Ltd.

Overseas Greenland Holdings Group 2 Shanghai Chongming County Investment 90.00 10.00 Establishment Overseas Investment Ltd. Management

Greenland Group Xiangya Real Estate 2 Hubei Xiangyang 100.00 - Establishment Properties Ltd. Development

Greenland Holdings Group Real Estate Ningbo Jiangbei Properties 2 Zhengjiang Ningbo 100.00 - Establishment Development Ltd.

Greenland Holdings Group Real Estate Wuhan Hannan Properties 2 Hubei Wuhan 100.00 - Establishment Development Ltd.

Greenland Holdings Group Real Estate 2 Zhengjiang Ningbo 100.00 - Establishment Ningbo Lvdi Properties Ltd. Development

Greenland Holdings Group Real Estate (Zhejiang) Real Estate 2 Zhengjiang Hangzhou 100.00 - Establishment Development Development Ltd.

Greenland Group Nanjing Real Estate 2 Jiangsu Nanjing 100.00 - Establishment Baodi Properties Ltd. Development

Greenland Group Beijing Real Estate 2 Beijing Fangshan District 70.50 - Establishment Jingyong Properties Ltd. Development

Greenland Group Beijing Real Estate 2 Beijing Changping District 100.00 - Establishment Jingteng Properties Ltd. Development

Greenland Group Beijing Real Estate 2 Beijing Shunyi District 100.00 - Establishment Jingkun Properties Ltd. Development

Beijing Ningke Properties Real Estate 2 Beijing Changping District 50.00 - Establishment Ltd. Development

Greenland Group Jingzhou Real Estate 2 Hubei Jingzhou 100.00 - Establishment Properties Ltd. Development

Greenland Group Nanjing Real Estate Fengchuang Properties 2 Jiangsu Nanjing 100.00 - Establishment Development Ltd.

166

— F-167 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Zhongyi E-Commerce Electronic 2 Shanghai Qingpu District 52.38 47.62 Establishment (Shanghai) Ltd. Commerce

Greenland Holdings Group Real Estate 2 Shandong Qingdao 100.00 - Establishment Qingdao Properties Ltd. Development

Greenland Group Haikou Real Estate 2 Hainan Haikou 100.00 - Establishment Properties Ltd. Development

Shenyang Greenland Real Estate 2 Liaoning Shenyang 100.00 - Establishment Xiangsong Properties Ltd. Development

Greenland Group Beijing Real Estate 2 Beijing Miyun Area 100.00 - Establishment Jingwei Properties Ltd. Development

Beijing Yuanteng Real Estate 2 Beijing Changping District 50.00 - Establishment Properties Ltd. Development

Greenland Group Sanya Real Estate 2 Hainan Sanya 100.00 - Establishment Properties Ltd. Development

Shanghai Greenland Industrial Urban Construction 2 Shanghai Shanghai 49.00 - Establishment Investment Development (Group) Ltd.

Greenland Group Beijing Real Estate 2 Beijing Haidian District 100.00 - Establishment Jinghao Properties Ltd. Development

Business Guizhou Construction Engineering Combination not 2 Guizhou Guiyang 51.00 - Engineering Group Ltd. Construction under common control

Shanghai Greenland Real Estate 2 Shanghai Pudong New Area 100.00 - Establishment Gelinmao Properties Ltd. Development

Greenland Group Beijing Real Estate 2 Beijing Beijing 100.00 - Establishment Tengshun Properties Ltd. Development

Shanghai Yiwei Investment 2 Shanghai Shanghai Consulting 100.00 - Establishment Management Ltd.

Greenland Holdings Group Real Estate Hangzhou Zhongyin 2 Hangzhou Hangzhou 63.50 - Establishment Development Properties Ltd.

Nanjing Greenland

Subway Line No.5 2 Shanghai Shanghai Investment 89.85 0.07 Establishment Investment Development

167

— F-168 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Location of Place of Nature of Shareholding ratio (%) Acquisition Subsidiaries name level operation registration business Direct Indirect Method

Ltd.

Greenland Group Jinan Real Estate 2 Jinan Jinan 100.00 - Establishment Lvlu Properties Ltd. Development

Greenland Group Jinan Real Estate 2 Jinan Jinan 100.00 - Establishment Aodu Properties Ltd. Development

Greenland Group Jinan Real Estate 2 Jinan Jinan 100.00 - Establishment Lushun Properties Ltd. Development

Greenland Group Jinan Real Estate 2 Jinan Jinan 100.00 - Establishment Lvao Properties Ltd. Development

Greenland Group Jinan Real Estate 2 Jinan Jinan 100.00 - Establishment Lvhua Properties Ltd. Development

Greenland Group Jinan Real Estate 2 Jinan Jinan 100.00 - Establishment Xin’ao Properties Ltd. Development

The information about the main level 3 subsidiaries under level 2 subsidiaries

Shareholding ratio Level 3 and under Location of Place of Nature of Acquisition Level 2 subsidiaries (%) subsidiaries operation registration business Method Direct Indirect

Business Combination Greenland Hong Kong Real Estate Hong Kong Vee Eight Ltd. Hong Kong Hong Kong 56.62 - not under Holdings Ltd Development common control

Greenland Real Estate Hunan Greenland Finance Real Estate Hunan Changsha 50.00 - Establishment Group Ltd. City Properties Ltd. Development

Shanghai Greenland Greenland Real Estate Zhabei Real Estate Xingyi Real Estate Shanghai 50.00 - Establishment Group Ltd. District Development Development Co.Ltd.

Shanghai Kaitai Real Greenland Real Estate Qingpu Real Estate Estate Development Shanghai 50.00 - Establishment Group Ltd. District Development Co.Ltd.

Business Jiansu Province Greenland Urban Combination Construction Engineering Nanjing Nanjing Construction 55.00 - Investment Group Ltd. not under Group Ltd. common

168

— F-169 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Shareholding ratio Level 3 and under Location of Place of Nature of Acquisition Level 2 subsidiaries (%) subsidiaries operation registration business Method Direct Indirect

control

Business Guangzhou Greenland Foshan City Nanhai Combination Real Estate Real Estate Development District Wanrui Investment Guangzhou Guangzhou 50.00 - not under Development Ltd. Co.Ltd. common

control

Hold half and less half of the voting rights, but still merge into the scope of the subsidiary

Shareholding ratio Shareholders' voting rights Names Reasons (%) proportion (%)

Member directors of the board of Shanghai Zhendong Real Estate Co., Ltd 50.00 50.00 proportion reached more than 2/3

Shanghai Chunshen Real Estate Member directors of the board of 49.00 49.00 Development Co., Ltd proportion reached more than 3/5

Shanghai Greenland Development Of Member directors of the board of 49.00 49.00 Urban Construction (Group) Co., Ltd proportion reached more than 1/2

Member directors of the board of Beijing Ningke Real Estate Co., Ltd 50.00 50.00 proportion reached more than 2/3

Member directors of the board of Beijing Yuanteng Real Estate Co., Ltd 50.00 50.00 proportion reached more than 2/3

Member directors of the board of Beijing Jing Xin Real Estate Co., Ltd 50.00 50.00 proportion reached more than 3/5

1.2 Non-wholly owned subsidiaries

the profits and Dispatch to the At the end of the Minority losses of the minority minority Names Level shareholder's stake minority shareholder shareholders' equity (%) shareholders dividends this year balance

Nanjing State-owned Greenland Financial 2 23.33 -13,957,084.49 - 230,620,703.15 Center Ltd.

Nanjing City Urban Construction 2 48.15 44,549,431.25 18,087,779.37 419,128,827.25 Development (Group) Ltd.

Jinan Greenland Quanjing Real Estate 2 40.00 118,240,476.23 24,354,000.00 504,905,216.62 Holding Ltd.

Beijing Ningke Properties Ltd. 2 50.00 29,016,819.04 - 155,244,466.57

169

— F-170 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Guizhou Construction Engineering Group 2 49.00 126,097,127.22 59,693,371.91 1,215,759,690.48 Ltd.

Shanghai Greenland Urban Construction 2 51.00 171,799,000.24 38,760,000.00 556,609,087.89 Development (Group) Ltd.

Jiansu Province Construction Engineering 3 45.00 152,996,909.53 80,847,291.66 1,426,098,127.47 Group Ltd.

Foshan City Nanhai District Wanrui 3 50.00 427,861,180.83 - 961,016,604.44 Investment Co.Ltd.

Greenland Hong Kong Holdings Ltd 4 40.83 308,409,704.23 - 3,396,092,636.86

Hunan Greenland Finance City Properties 4 50.00 2,023,255.46 - 564,762,434.15 Ltd.

Shanghai Greenland Xingyi Real Estate 4 50.00 -5,536,609.01 - 718,410,949.61 Development Co.Ltd.

Shanghai Kaitai Real Estate Development 4 50.00 224,581,502.94 - 1,226,309,244.50 Co.Ltd.

1.3 The main financial information of Non-wholly owned subsidiaries

Closing balance Subsidiaries Names Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities

Nanjing State-owned

Greenland Financial Center 1,189,388,593.00 1,647,580,630.52 2,836,969,223.52 860,953,564.91 987,500,000.00 1,848,453,564.91

Ltd.

Nanjing City Urban

Construction Development 5,362,412,989.24 344,265,907.31 5,706,678,896.55 4,458,151,437.77 380,486,008.51 4,838,637,446.28

(Group) Ltd.

Jinan Greenland Quanjing 11,525,827,556.32 993,790,892.82 12,519,618,449.14 9,891,625,194.81 1,479,312,102.54 11,370,937,297.35 Real Estate Holding Ltd.

Beijing Ningke Properties 2,716,984,641.34 15,204,463.23 2,732,189,104.57 1,586,700,171.43 835,000,000.00 2,421,700,171.43 Ltd.

Guizhou Construction 26,056,278,245.51 774,244,650.31 26,830,522,895.82 24,070,505,634.10 342,549,877.85 24,413,055,511.95 Engineering Group Ltd.

Shanghai Greenland Urban

Construction Development 8,441,425,607.65 845,730,333.32 9,287,155,940.97 8,150,106,524.88 89,000,000.00 8,239,106,524.88

(Group) Ltd.

170

— F-171 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Subsidiaries Names Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities

Greenland Hong Kong 43,567,301,056.70 8,387,767,211.94 51,955,068,268.64 33,129,175,696.22 10,641,311,140.07 43,770,486,836.29 Holdings Ltd

Hunan Greenland Finance 2,356,176,320.98 11,196,851.02 2,367,373,172.00 1,237,848,303.70 - 1,237,848,303.70 City Properties Ltd.

Shanghai Greenland Xingyi

Real Estate Development 4,113,711,153.12 19,783,439.05 4,133,494,592.17 2,074,322,692.94 622,350,000.00 2,696,672,692.94

Co.Ltd.

Shanghai Kaitai Real Estate 7,631,840,393.92 72,789,220.05 7,704,629,613.97 4,918,191,124.97 333,820,000.00 5,252,011,124.97 Development Co.Ltd.

Jiangsu Province

Construction Engineering 21,057,128,662.74 2,401,480,620.37 23,458,609,283.11 20,228,894,451.05 928,648,762.29 21,157,543,213.34

Group Ltd.

Foshan City Nanhai District 4,545,644,714.96 66,824,101.64 4,612,468,816.60 2,690,435,607.73 - 2,690,435,607.73 Wanrui Investment Co.Ltd.

˄Continued˅

Opening balance

Subsidiaries Names Non-current Current assets Non-current assets Total assets Current liabilities Total liabilities liabilities

Nanjing State-owned

Greenland Financial 1,197,815,387.86 1,712,072,052.88 2,909,887,440.74 804,047,159.42 1,057,500,000.00 1,861,547,159.42

Center Ltd.

Nanjing City Urban

Construction 4,819,193,707.55 371,628,747.10 5,190,822,454.65 3,650,203,729.68 725,432,876.94 4,375,636,606.62 Development (Group)

Ltd.

Jinan Greenland

Quanjing Real Estate 8,513,587,268.78 996,236,765.28 9,509,824,034.06 7,038,720,616.52 1,462,458,468.36 8,501,179,084.88

Holding Ltd.

Beijing Ningke Properties 2,747,825,594.16 9,302,725.98 2,757,128,320.14 1,669,673,025.08 835,000,000.00 2,504,673,025.08 Ltd.

Guizhou Construction 12,106,564,069.49 476,201,797.98 12,582,765,867.47 10,590,473,832.57 275,779,571.75 10,866,253,404.32 Engineering Group Ltd.

Shanghai Greenland

Urban Construction 9,960,174,237.94 843,492,694.94 10,803,666,932.88 10,267,129,067.79 251,316.63 10,267,380,384.42

Development (Group)

171

— F-172 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Opening balance

Subsidiaries Names Non-current Current assets Non-current assets Total assets Current liabilities Total liabilities liabilities

Ltd.

Greenland Hong Kong 40,426,442,584.13 7,962,658,891.30 48,389,101,475.43 30,104,314,814.53 11,745,856,973.42 41,850,171,787.95 Holdings Ltd

Hunan Greenland

Finance City Properties 3,204,126,477.51 7,864,507.95 3,211,990,985.46 1,483,482,628.08 603,030,000.00 2,086,512,628.08

Ltd.

Shanghai Greenland

Xingyi Real Estate 2,254,826,274.63 4,007,665.28 2,258,833,939.91 266,438,822.66 544,500,000.00 810,938,822.66

Development Co.Ltd.

Shanghai Kaitai Real

Estate Development 6,741,558,863.92 19,739,817.37 6,761,298,681.29 4,164,023,198.16 593,820,000.00 4,757,843,198.16

Co.Ltd.

Jiangsu Province

Construction Engineering 5,202,047,938.70 65,532,033.13 5,267,579,971.83 3,831,269,124.61 370,000,000.00 4,201,269,124.61

Group Ltd.

Foshan City Nanhai

District Wanrui

Investment Co.Ltd.

˄Continued˅

Amount recognized in the current period

Total Subsidiaries Names Net cash flows from Operating income Net profit comprehensive operating activities income

Nanjing State-owned Greenland Financial 260,470,098.98 -59,824,622.71 -59,824,622.71 144,961,203.20 Center Ltd.

Nanjing City Urban Construction 1,676,846,131.52 92,554,640.61 92,554,640.61 1,291,610,558.28 Development (Group) Ltd.

Jinan Greenland Quanjing Real Estate 3,442,070,088.48 200,721,202.61 200,721,202.61 968,024,441.91 Holding Ltd.

Beijing Ningke Properties Ltd. 750,387,777.69 58,033,638.08 58,033,638.08 376,228,303.92

Guizhou Construction Engineering Group 37,705,350,256.93 313,940,059.46 313,940,059.46 877,480,687.93 Ltd.

172

— F-173 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Amount recognized in the current period

Total Subsidiaries Names Net cash flows from Operating income Net profit comprehensive operating activities income

Shanghai Greenland Urban Construction 32,027,090,227.94 339,205,691.14 339,205,691.14 80,584,342.71 Development (Group) Ltd.

Greenland Hong Kong Holdings Ltd 16,934,108,842.97 850,647,020.51 850,647,020.51 1,707,858,109.21

Hunan Greenland Finance City Properties 203,126,848.91 4,046,510.92 4,046,510.92 814,278,325.41 Ltd.

Shanghai Greenland Xingyi Real Estate - -11,073,218.02 -11,073,218.02 333,483,820.07 Development Co.Ltd.

Shanghai Kaitai Real Estate Development 1,543,346,019.00 449,163,005.87 449,163,005.87 475,383,691.47 Co.Ltd.

Jiangsu Province Construction Engineering 12,048,443,543.07 310,516,301.60 310,516,301.60 -503,172,328.91 Group Ltd.

Foshan City Nanhai District Wanrui 4,157,355,843.35 855,722,361.65 855,722,361.65 113,744,688.74 Investment Co.Ltd.

˄Continued˅

Amount recognized in the prior period

Total Subsidiaries Names Net cash flows from Operating income Net profit comprehensive operating activities income

Nanjing State-owned Greenland Financial 257,668,687.82 -89,140,666.93 -89,140,666.93 106,376,161.47 Center Ltd.

Nanjing City Urban Construction 2,157,343,161.70 73,702,493.98 73,702,493.98 431,759,312.11 Development (Group) Ltd.

Jinan Greenland Quanjing Real Estate 1,468,596,174.29 153,820,861.49 153,820,861.49 -737,298,193.08 Holding Ltd.

Beijing Ningke Properties Ltd. 1,122,425,062.00 265,718,504.08 265,718,504.08 198,246,257.08

Guizhou Construction Engineering Group 14,261,777,318.11 262,676,948.70 262,676,948.70 510,796,640.48 Ltd.

Shanghai Greenland Urban Construction 30,055,743,805.22 291,804,452.84 291,804,452.84 80,908,751.83 Development (Group) Ltd.

Greenland Hong Kong Holdings Ltd 5,801,958,477.37 -664,703,148.00 -664,703,148.00 -2,673,567,215.15

Hunan Greenland Finance City Properties 628,782,690.00 134,286,468.40 134,286,468.40 694,308,844.05 Ltd.

173

— F-174 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Amount recognized in the prior period

Total Subsidiaries Names Net cash flows from Operating income Net profit comprehensive operating activities income

Shanghai Greenland Xingyi Real Estate - -7,481,773.11 -7,481,773.11 -271,841,642.79 Development Co.Ltd.

Shanghai Kaitai Real Estate Development - -4,398,401.36 -4,398,401.36 5,639,666.64 Co.Ltd.

Jiangsu Province Construction Engineering - -16,925,302.91 -16,925,302.91 -1,120,958,606.38 Group Ltd.

Foshan City Nanhai District Wanrui

Investment Co.Ltd.

2. The transaction that changed in the share of owners' equity of the subsidiary, but still control of the subsidiary

2.1 The detail of the changed in the share of owners' equity of the subsidiary

The Company bought 2.55% shares of the subsidiary Greenland Hong Kong Holdings Ltd that induce the shareholding increased from 56.62% to 59.17%.

The Company sold 19% shares of the subsidiary Guizhou Construction Engineering Group Ltd for

CNY 333,568,484.00. The disposal consideration compared with the 19% shares corresponding net assets difference to adjust capital reserve and undistributed profit.

The subsidiary of the Company, Shanghai Greenland Group Hefei Properties Ltd, signed an equity transfer agreement with Anhui Xinhua Group Investment Ltd. on 18th January 2016. They agreed that Shanghai Greenland Group Hefei Properties Ltd. will spend CNY 200,000,000.00 to buy

40% shares of Anhui Wancheng Real Estate Development Ltd. which is held by Anhui Xinhua Group

Investment Ltd. Anhui Xinhua Group Investment Ltd. sued the Company because the Company didn’t pay the transfer payment on time according to the transfer agreement. The dispute of the equity transfer was mediated by Anhui Province Hefei intermediate people's court with (2016) Wan 01 No.174 civil mediation. The company paid all of the transfer payment before 31st December 2016 to buy 40% shares of Anhui Wancheng Real Estate Development Ltd. After the transfer completion, the company holds 100% shares of Anhui Wancheng Real Estate Development Ltd.

174

— F-175 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

2.2 The influence to minority interests and equity attributable to the shareholders of parent company from

the transaction

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Purchase cost / Disposal 148,948,704.68 333,568,484.00 200,000,000.00 consideration

Cash 148,948,704.68 333,568,484.00 200,000,000.00

Fair value of non-cash asset - - -

Total Purchase cost / Disposal 148,948,704.68 333,568,484.00 200,000,000.00 consideration

Minus: Net asset share calculated by acquire/dispose of shares 111,095,283.13 422,627,595.49 176,452,766.75 proportion

Difference 37,853,421.55 -89,059,111.49 -23,547,233.25

Adjusted capital reserve 37,853,421.55 -58,615,491.82 -

Adjusted surplus reserve - - -

Adjusted undistributed profit - -30,443,619.67 -23,547,233.25

Except the transactions above, the Group also had some small amount transactions to purchase the

minority interest and disposal the subsidiaries without loss of control this year. These transactions

influence the capital reserve of CNY -5,409,670.46 and undistributed profit CNY -23,097,220.26 in

group consolidated financial statement in total.

3. Equity of the joint venture or associated enterprise

3.1 The Main of joint venture or associated enterprise

Shareholding The joint venture or associated enterprise Location of Place of Acquisition Nature of business ratio (%) name operation registration Method Direct Indirect

Joint Venture

Shanghai Jishengweibang Greenland Building Decoration International Furnishing Village Market Shanghai Shanghai - 50.00 Equity method Materials Management Ltd.

Guangzhou Greenland Baiyun Properties Ltd. Real Estate Guangzhou Guangzhou - 50.00 Equity method Development

175

— F-176 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Shareholding The joint venture or associated enterprise Location of Place of Acquisition Nature of business ratio (%) name operation registration Method Direct Indirect

Guangzhou Yuehong Real Estate Real Estate Guangzhou Guangzhou - 50.00 Equity method Development Ltd. Development

FOREVER RICH ENTERPRISES LIMITED Real Estate Suzhou Suzhou - 50.00 Equity method Development

Nanjing Lvhong Real Estate Development Real Estate Nanjing Nanjing - 50.00 Equity method Co.Ltd. Development

Chengdu City Ploy Jinrong Real Estate Real Estate Chengdu Chengdu - 50.00 Equity method Development Co.Ltd. Development

Wuhan Xinzhengxingyuan Properties Ltd. Real Estate Wuhan Wuhan - 50.00 Equity method Development

Shanghai Qingteng Real Estate Co.Ltd. Real Estate Shanghai Shanghai - 50.00 Equity method Development

Shanghai Huayi Real Estate Development & Real Estate Shanghai Shanghai - 50.00 Equity method Operting Co.Ltd. Development

Shanghai Kaiyu Real Estate Development Real Estate Shanghai Shanghai - 50.00 Equity method Co.Ltd. Development

Shanghai Jiuqing Properties Ltd. Real Estate Shanghai Shanghai - 33.00 Equity method Development

Associated Enterprise Equity method

Kunshan Derui Real Estate Development Real Estate Kunshan Kunshan - 60.00 Equity method Co.Ltd. Development

Real Estate Greenland and Laox Investment Limited Janpan Janpan - 65.00 Equity method Development

Shanghai Wanjiulvhe Properties Ltd. Real Estate Shanghai Shanghai - 22.00 Equity method Development

Shanghai Kaiyi Properties Ltd. Real Estate Shanghai Shanghai - 25.00 Equity method Development

Xian Lugang Greenland Properties Ltd. Real Estate Xi 'an Xi 'an - 30.00 Equity method Development

Shanghai Xinhua Publisher Group Ltd. Shanghai Shanghai Industrial Investment - 39.00 Equity method

Foshan City Caiguan Properties Ltd. Real Estate Foshan Foshan - 49.00 Equity method Development

Hangzhou Industry and Commerce Trust Hangzhou Hangzhou Trust - 19.90 Equity method Holding Ltd.

176

— F-177 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Shareholding The joint venture or associated enterprise Location of Place of Acquisition Nature of business ratio (%) name operation registration Method Direct Indirect

Yinchuan Binhe Huanghe Bridge Management Transportation Yinchuan Yinchuan - 40.00 Equity method Ltd Infrastructure Investment

China Greenland Broad-Greenstate Group Cayman Landscape design and Hong Kong - 25.08 Equity method Ltd. Islands construction

3.2 The main financial information about joint venture Closing balance/ Amount recognized in the current period

Shanghai

Chengdu City Guangzhou Jishengweibang Nanjing Lvhong Guangzhou Ploy Jinrong Real FOREVER RICH Yuehong Real Greenland Item Real Estate Greenland Estate ENTERPRISES Estate International Development Baiyun Development LIMITED Development Furnishing Village Co.Ltd. Properties Ltd. Co.Ltd. Ltd. Market

Management Ltd.

Current assets 4,226,922,301.05 1,263,456,356.36 2,187,062,253.08 730,314,023.22 752,636,266.83 355,597,911.35

Including˖Cash and 311,403,407.64 236,975,480.09 217,743,447.48 88,210,996.97 161,946,969.24 55,576,776.34 bank balances

Non-current assets 12,120,852.94 18,186,841.47 80,483,538.10 26,151,298.03 12,062.73 1,276,716,344.89

Total assets 4,239,043,153.99 1,281,643,197.83 2,267,545,791.18 756,465,321.25 752,648,329.56 1,632,314,256.24

Current liabilities 3,089,095,488.28 621,642,517.58 1,284,165,813.48 252,186,787.77 495,204,806.53 385,933,996.71

Non-current liabilities 876,778,380.47 400,000,000.00 - - - 688,849,300.00

Total liabilities 3,965,873,868.75 1,021,642,517.58 1,284,165,813.48 252,186,787.77 495,204,806.53 1,074,783,296.71

Minority interests -4,265,848.41 - - - - -

Net profit attributable to owners of the 277,435,133.65 260,000,680.25 983,379,977.70 504,278,533.48 257,443,523.03 557,530,959.53

Company

Calculated at stake 138,717,566.83 130,000,340.12 491,689,988.85 252,139,266.74 128,721,761.52 278,765,479.77 share of net assets

Adjustment 1,415,865.29 - - -249,277.21 99,313.79 7,238,596.32

—Goodwill 1,415,865.29 - - - 99,313.79 7,238,596.32

—Others - - - -249,277.21 - -

The book value of the 140,133,432.12 130,000,340.12 491,689,988.85 251,889,989.53 128,821,075.31 286,004,076.09

177

— F-178 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance/ Amount recognized in the current period

Shanghai

Management Ltd. equity investment of joint venture

Operating income - - 1,489,339,311.08 165,000,175.33 386,535,835.50 307,047,887.91

Financial expenses -1,758,966.00 -223,463.59 -38,331,460.00 8,022,287.41 -518,820.03 32,576,630.27

Income tax expenses - -4,348,457.68 130,079,580.00 4,973,999.49 24,004,282.47 472,054.49

Net profit -18,849,823.18 -13,080,023.48 394,790,427.49 -1,361,747.58 72,001,190.21 5,112,523.20

Total comprehensive -18,849,823.18 -13,080,023.48 394,790,427.49 -1,361,747.58 72,001,190.21 5,112,523.20 income

Dividends received - 281,086,712.02 - - - - from the joint venture

˄Continued˅ Closing balance/ Amount recognized in the current period

Shanghai Kaiyu Wuhan Shanghai Huayi Real Item Shanghai Qingteng Real Shanghai Jiuqing Real Estate Xinzhengxingyuan Estate Development & Estate Co.Ltd. Properties Ltd. Development Properties Ltd. Operting Co.Ltd. Co.Ltd.

Current assets 1,611,944,404.21 1,912,771,122.43 531,108,652.77 1,077,027,242.11 1,136,719,225.96

Including˖Cash and 536,562.58 228,609,313.45 11,448,444.19 - 91,966,439.48 bank balances

Non-current assets 9,644.83 30,040.30 28,932.15 3,146.25 115,343.62

Total assets 1,611,954,049.04 1,912,801,162.73 531,137,584.92 1,077,030,388.36 1,136,834,569.58

Current liabilities 1,362,335,800.00 1,517,446,281.56 150,961,265.33 1,072,266,197.95 599,548,739.57

Non-current liabilities - - - - 95,951,996.00

Total liabilities 1,362,335,800.00 1,517,446,281.56 150,961,265.33 1,072,266,197.95 695,500,735.57

Minority interests - - - -

Net profit attributable to 249,618,249.04 395,354,881.17 380,176,319.59 4,764,190.41 441,333,834.01

178

— F-179 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance/ Amount recognized in the current period

Calculated at stake share 124,809,124.52 197,677,440.58 190,088,159.79 1,572,182.84 220,666,917.00 of net assets

Adjustment - - - 157,148,363.10 -

—Goodwill - - - 157,148,363.10 -

—Others - - - - -

The book value of the equity investment of joint 124,809,124.52 197,677,440.58 190,088,159.79 158,720,545.94 220,666,917.00 venture

Operating income - - 693,415.00 - 63,589,400.46

Financial expenses -51,728.54 -106,101.91 - - -291,886.09

Income tax expenses - - -132,303.57 - 5,444,611.34

Net profit -381,750.96 -15,111,340.17 -8,964,390.34 -235,809.59 31,135,176.85

Total comprehensive -381,750.96 -15,111,340.17 -8,964,390.34 -235,809.59 31,135,176.85 income

Dividends received from - - - - - the joint venture

˄Continued˅ Opening balance/ Amount recognized in the period period

Guangzhou Shanghai Jishengweibang Guangzhou FOREVER RICH Nanjing Lvhong Real Item Yuehong Real Greenland International Greenland Baiyun ENTERPRISES Estate Development Estate Development Furnishing Village Market Properties Ltd. LIMITED Co.Ltd. Ltd. Management Ltd.

Current assets 1,010,023,154.92 1,655,184,368.60 592,501,597.96 1,975,269,493.32 341,231,467.80

Including˖Cash 109,271,175.74 98,465,680.78 88,016,380.50 261,091,692.86 48,668,647.17 and bank balances

Non-current assets 24,204,686.51 11,920,155.23 18,164.23 3,588,714.04 1,335,931,198.15

Total assets 1,034,227,841.43 1,667,104,523.83 592,519,762.19 1,978,858,207.36 1,677,162,665.95

Current liabilities 249,858,879.81 1,074,729,585.17 307,128,801.79 1,179,741,519.94 324,474,929.62

179

— F-180 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Opening balance/ Amount recognized in the period period

Non-current 279,200,000.00 - 99,750,000.00 500,000,000.00 800,269,300.00 liabilities

Total liabilities 529,058,879.81 1,074,729,585.17 406,878,801.79 1,679,741,519.94 1,124,744,229.62

Calculated at stake share of net 252,584,480.81 296,187,469.34 92,820,480.20 149,558,343.71 276,209,218.17 assets

Adjustment - - - - 7,749,848.64

The book value of the equity 252,584,480.81 296,187,469.34 92,820,480.20 149,558,343.71 283,959,066.81 investment of joint venture

Operating income 897,452,660.00 - - - 285,895,431.60

Financial 4,941,713.84 -3,712,858.59 -418,235.73 153,160.77 43,922,399.24 expenses

Income tax 56,261,366.55 -3,924,008.96 133.00 -3,544,071.02 - expenses

Net profit 171,307,431.26 -11,897,304.73 -11,544,450.21 -883,312.58 -1,519,523.46

Total comprehensive 171,307,431.26 -11,897,304.73 -11,544,450.21 -883,312.58 -1,519,523.46 income

Dividends received from the joint - - - - - venture

180

— F-181 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

˄Continued˅ Opening balance/ Amount recognized in the period period

Item Shanghai Kaiyu Real Estate Shanghai Huayi Real Estate Shanghai Qingteng Real Estate

Development Co.Ltd. Development & Operting Co.Ltd. Co.Ltd.

Current assets 391,239,973.98 547,458,865.94 1,344,394,361.20

Including˖Cash and bank 8,649,483.69 210,423,470.07 104,525,753.21 balances

Non-current assets 151,857.94 49,719.29 37,108.02

Total assets 391,391,831.92 547,508,585.23 1,344,431,469.22

Current liabilities 401,193,174.76 158,355,447.28 683,965,247.88

Non-current liabilities - - 250,000,000.00

Total liabilities 401,193,174.76 158,355,447.28 933,965,247.88

Calculated at stake share -4,900,671.42 194,576,568.98 205,233,110.67 of net assets

Adjustment - - -

The book value of the equity investment of joint - 194,576,568.98 205,233,110.67 venture

Operating income - 710,966,575.00 -

Financial expenses -8,760.23 - 72,137.33

Income tax expenses - 43,327,258.35 -

Net profit -13,605,103.00 129,983,272.24 -5,600,087.56

Total comprehensive -13,605,103.00 129,983,272.24 -5,600,087.56 income

Dividends received from - - - the joint venture

181

— F-182 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

3.3 The main financial information of associated enterprises Closing balance/ Amount recognized in the current period

Kunshan Derui Greenland and Hangzhou Industry and Item Shanghai Xinhua Foshan City Caiguan Real Estate Laox Investment Commerce Trust Publisher Group Ltd. Properties Ltd. Development Limited Holding Ltd. Co.Ltd.

Current assets 3,073,399,965.94 6,358,725,073.85 241,477.56 2,496,990,085.94 109,584,317.67

Non-current assets 7,143,868,220.23 295,272,318.86 445,713,726.27 3,445,958.33 3,910,329,899.00

Total assets 10,217,268,186.17 6,653,997,392.71 445,955,203.83 2,500,436,044.27 4,019,914,216.67

Current liabilities 4,102,558,366.36 5,301,389,642.97 214,682.40 2,159,235,547.64 156,764,299.22

Non-current liabilities 2,628,340,648.44 743,465,945.69 - - 529,872,171.88

Total liabilities 6,730,899,014.80 6,044,855,588.66 214,682.40 2,159,235,547.64 686,636,471.10

Minority interests 1,891,042,523.43 - - - -

Net profit attributable to 1,595,326,647.94 609,141,804.05 445,740,521.43 341,200,496.63 3,333,277,745.57 owners of the Company

Net assets calculated 622,177,392.70 298,479,483.98 289,731,338.93 204,720,297.97 663,322,271.37 by shares

Adjustment 277,084,971.93 - - - 393,834,686.64

—Goodwill 277,084,971.93 - - - 393,834,686.64

—Others - - - - -

The book value of the

equity investment of 899,262,364.63 298,479,483.99 289,731,338.93 204,720,297.97 1,057,156,958.01

joint venture

Operating income 1,966,363,641.28 1,031,808.23 - -4,093,786.17 983,496,829.43

Financial expenses 127,778,171.18 -25,776,517.09 -2,656,734.84 -28,599,454.96 519,998,904.02

Income tax expenses - - - - -

Net profit - - -27,109,841.43 - 10,186,814.64

Total comprehensive 127,778,171.18 -25,776,517.09 -29,766,576.27 -28,599,454.96 530,185,718.66 income

Dividends received 95,521,104.85 - - - - from the joint venture

182

— F-183 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

˄Continued˅ Closing balance/ Amount recognized in the current period

China Greenland Xi’an Lugang Yinchuan Binhe Shanghai Item Shanghai Kaiyi Broad-Greenstate Greenland Huanghe Bridge Wanjiulvhe Properties Ltd. Group Ltd. Properties Ltd. Management Ltd Properties Ltd.

Current assets 1,738,854,000.00 919,949,195.31 7,700,344,562.55 6,282,834,087.44 2,716,008,268.64

Non-current 59,409,000.00 191,071.48 1,098,750.09 242,850.02 400,083,297.68 assets

Total assets 1,798,263,000.00 920,140,266.79 7,701,443,312.64 6,283,076,937.46 3,116,091,566.32

Current liabilities 1,012,343,000.00 255,007,624.07 3,669,946,737.54 3,676,634,749.95 2,238,627,323.08

Non-current 134,163,000.00 - 2,453,233,750.00 - - liabilities

Total liabilities 1,146,506,000.00 255,007,624.07 6,123,180,487.54 3,676,634,749.95 2,238,627,323.08

Minority interests - - - - -

Net profit attributable to 651,757,000.00 665,132,642.72 1,578,262,825.10 2,606,442,187.51 877,464,243.24 owners of the

Company

Net assets calculated by 163,460,655.60 199,539,792.82 631,305,130.04 573,417,281.25 219,366,060.81 shares

Adjustment 551,346,710.54 - - - -

—Goodwill 524,544,730.62 - - - -

—Others 26,801,979.92 - - - -

The book value of the equity 714,807,366.14 199,539,792.82 631,305,130.04 573,417,281.25 219,366,060.81 investment of joint venture

Operating income 724,805,000.00 - - 1,288,631,171.24 1,154,317,300.96

Financial 151,447,000.00 -2,912,588.80 -39,407,022.44 277,240,549.50 172,720,927.53 expenses

Income tax - - - - - expenses

Net profit -33,320,000.00 - - - -

183

— F-184 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance/ Amount recognized in the current period

Total comprehensive 118,127,000.00 -2,912,588.80 -39,407,022.44 277,240,549.50 172,720,927.53 income

Dividends received from the - - - - - joint venture

˄Continued˅ Opening balance/ Amount recognized in the period period

Yinchuan Binhe Shanghai Xinhua Xi’an Lugang Shanghai Foshan City Item Shanghai Kaiyi Huanghe Bridge Publisher Group Greenland Wanjiulvhe Caiguan Properties Ltd. Management Ltd Ltd. Properties Ltd. Properties Ltd. Properties Ltd.

Current assets 7,541,759,099.52 3,902,020,255.07 834,071,249.85 2,612,126,370.47 7,041,893,548.45 2,711,536,882.79

Including˖Cash and 532,196,598.02 1,173,969,498.26 81,723.89 73,248,083.05 20,877,580.37 215,068,743.61 bank balances

Non-current assets 1,249,382.57 5,502,515,688.75 223,546.56 41,380,074.15 535,254.86 887,775,986.81

Total assets 7,543,008,482.09 9,404,535,943.82 834,294,796.41 2,653,506,444.62 7,042,428,803.31 3,599,312,869.60

Current liabilities 3,119,424,732.09 4,286,566,729.97 166,249,564.89 1,917,265,918.07 4,059,229,886.41 2,214,933,328.21

Non-current liabilities 2,823,583,750.00 3,632,684,807.18 - 31,497,210.84 400,000,000.00 743,465,945.69

Total liabilities 5,943,008,482.09 7,919,251,537.15 166,249,564.89 1,948,763,128.91 4,459,229,886.41 2,958,399,273.90

Calculated at stake 640,000,000.00 682,233,975.07 200,413,569.46 176,185,828.93 568,303,761.72 314,047,661.89 share of net assets

Adjustment - 277,084,971.96 - - - -

The book value of the equity 640,000,000.00 959,318,947.03 200,413,569.46 176,185,828.93 568,303,761.72 314,047,661.89 investment of joint venture

Operating income - 1,884,418,555.64 - - 3,446,493,959.00 534,351.40

Financial expenses - 69,206,695.29 4,565.62 -1,771,488.14 -1,375,904.29 -2,790,926.03

Income tax - 78,499,201.86 - -29,694,370.24 2,700,167,698.57 - expenses

184

— F-185 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Opening balance/ Amount recognized in the period period

Net profit - 133,574,496.59 -9,739,186.97 -10,320,786.58 802,164,859.11 -1,504,190.95

Total comprehensive - 133,574,496.59 -9,739,186.97 -10,320,786.58 802,164,859.11 -1,504,190.95 income

Dividends received ------from the joint venture

˄Continued˅ Opening balance/ Amount recognized in the period period

Item Hangzhou Industry and Commerce Kunshan Derui Real Estate Trust Holding Ltd. Development Co.Ltd.

Current assets 303,108,596.36 1,027,472,761.56

Including˖Cash and bank balances 301,570,716.03 316,044,482.20

Non-current assets 3,054,866,827.22 3,453,344.19

Total assets 3,357,975,423.58 1,030,926,105.75

Current liabilities 150,492,943.41 411,126,154.16

Non-current liabilities 341,722,635.92 250,000,000.00

Total liabilities 492,215,579.33 661,126,154.16

Calculated at stake share of net assets 570,286,209.01 221,879,970.95

Adjustment -

The book value of the equity investment of joint venture 570,286,209.01 221,879,970.95

Operating income 892,919,820.44 -

Financial expenses - -119,842.69

Income tax expenses - -3,389,042.20

Net profit 433,897,107.83 -10,200,048.41

Other comprehensive income 556,594.30 -

Total comprehensive income 434,453,702.13 -10,200,048.41

Dividends received from the joint venture - -

185

— F-186 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

˄4˅Aggregate financial information of unimportant joint venture or associated enterprise

Closing balance/Amount Opening balance/Amount Item incurred in the current period incurred in the prior period

Joint ventures˖

Total carrying amount of the investment 2,941,332,630.20 861,085,255.99

Total Count calculated by the shareholding -5,355,123.59 -13,144,385.14 proportion below

üNet Profit -5,539,846.27 -13,144,385.14

üOCI - -

üTotal OCI -5,722,399.86 -13,144,385.14

Associated enterprises˖

Total carrying amount of the investment 5,048,071,451.84 859,781,574.72

Total Count calculated by the shareholding 24,272,209.84 399,883,253.77 proportion below

üNet Profit 36,543,881.07 598,532,718.85

üOCI - -

üTotal OCI 44,469,298.65 601,603,734.32

˄5˅The ability of capital transfer of joint ventures or associated enterprises does not have significant restrictions 3.6 Excess loss of the joint venture or associated enterprise At the end of the Accumulation of Unrecognized losses this year The joint venture or associated enterprise name cumulative unrecognized unrecognized losses (or share this year's net profit) losses

Shanghai Kaiyu Real Estate Development Co.Ltd. -4,900,671.42 4,900,671.42 -

Changzhou Greenland Kunte Properties Ltd -41,428,188.06 -83,889,302.56 -125,317,490.62

Changzhou Greenland Yunfeng Properties Ltd - -15,831,398.81 -15,831,398.81

Shanghai Yunfeng (Group) Ltd. -185,595,429.84 - -185,595,429.84

Changsha Shangcheng Properties Ltd. - -52,994,808.97 -52,994,808.97

Beijing Wanke Real Estate Development Co.Ltd. - -5,361,191.00 -5,361,191.00

Beijing Zhuoxinruitong Investment Ltd. - -6,100,902.37 -6,100,902.37

IX.Financial instruments and risk management

Risk management objectives and policies

The Company’s risk management objectives are to achieve a proper balance between risk and yield, minimize the

adverse impacts of risk on the Group’s operation performance, and maximize the benefits of the shareholders and

other stakeholders. Based on these risk management objective, the Group’s basic risk management strategy is to

186

— F-187 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016 identify and analyze the Group’s exposure to various risks, establish an appropriate maximum tolerance to risk, implement risk management, and monitor regularly and effectively these exposures to ensure the risks are monitored at a certain level. 1.1 Credit risk 1.1.1Foreign exchange risk

Foreign currency risks refer to the risk that losses will occur because of changes in foreign exchange rates.

Foreign exchange risk to the Company is mainly related to USD and HKD.Except several subsidiaries, the

Company’s main currency is CNY. The balance of assets and liabilities of the company shall be CNY except the following sheet on 31 December, 2016. The assets and liabilities of such foreign currency balance of foreign exchange risks may impact the operating performance of our company.

Item Closing balance

Cash and bank balances

Accounts receivable

Financial assets at fair value through profit and loss

Other receivables

Interest receivable

Other current assets

Financial assets available for sale

Interest payable

Accounts payable

Other payables

Short-term borrowings

Non-current liabilities due within one year

Long-term borrowings

Bonds payable

The Company keeps attention to the influence of the exchange rate change to our company. The company currently does not take any measures to avoid foreign exchange risk.

Foreign exchange risk sensitivity analysis˖

Current year

Item Exchange rate change Impact on the Impact on profit shareholders' equity

Foreign currency Appreciation 5% of CNY 2,421,486,748.33 2,288,990,165.20 monetary item

Foreign currency Devaluation 5% of CNY -2,421,486,748.33 -2,288,990,165.20 monetary item

187

— F-188 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

1.2 Interest rate riskˉcash flow fluctuation risk

Interest rate risks refer to the risk that the fair value of financial instruments or future cash flow fluctuates due to changes in interest rate. The company's policy is to keep these borrowings interest rate stable. Interest rate risk sensitivity analysis˖

Current year Exchange rate Item Impact on the change Impact on profit shareholders' equity

Borrowing and bonds Rise 50 basis points -1,437,818,937.95 -1,437,818,937.95 payable

Borrowing and bonds Drop 50 basis points 1,437,818,937.95 1,437,818,937.95 payable

1.3 Other price risk

Financial assets available for sale and financial assets at fair value through profit and loss held by the Company measure fair value on the balance sheet date.Thus, the Company takes the risk of the securities market change.

2. Credit risk

Credit risks refer to financial losses suffered by one party to the financial instrument due to the other party’s inability to fulfill obligations on 31 December, 2016.

The consolidated balance sheet has confirmed the carrying amount of financial assets; for the fair value measurement of financial instruments, the book value reflects the risk exposure. However, its maximum exposure will change by the change of fair value in the future.

In order to reduce the credit risk, the Company has set up a team that responsible for the determination of credit and credit approval, and performs other monitoring procedures to ensure that the necessary measures recycling expired claims. The management of the Company thinks the credit risk has been greatly reduced.

The Company's cash deposit in the credit rating higher bank, so the credit risk of liquidity is lower.

The information about Accounts receivable that are individually significant but for which bad debt provision has been assessed, refered to Notes VI.5 and Notes VI 9.

The Company adopted the necessary policy to ensure that all sales customers with good credit record. In addition to the item listed in the table below, the Company has no other major credit concentration risk.

Liquidity risk

In order to minimize liquidity risk, the Company conducts transactions and operating activities with different financing instruments, a combination of short term and long term financing to optimize the financing structure and achieve a prior balance between sustainability and flexibility. The Company has obtained sufficient credit facilitities from many commercial banks to meet the needs of capital for operating activities and capital

188

— F-189 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

expenditures.

Set out below are the Company’s financial liabilities with expiry dates˖

Item Within 1year 1-2 years 2-3 years 3-4 years 4-5 years More than 5 years

Short-term 24,940,330,748.13 - - - - - borrowings

Borrowings from 250,000,000.00 - - - - - the central bank

Non-current liabilities due 70,582,803,935.45 - - - - - within one year

Other current 300,000,000.00 - - - - - liabilities

Long-term - 59,410,512,549.68 68,027,480,600.21 9,569,786,188.20 12,142,915,000.00 3,881,074,429.11 borrowings

Bonds payable - - 14,807,502,342.63 16,532,726,855.88 994,906,755.06 4,123,748,184.82

Total 96,073,134,683.58 59,410,512,549.68 82,834,982,942.84 26,102,513,044.08 13,137,821,755.06 8,004,822,613.93

X. Fair value disclosure

1. The financial assets and liabilities measured at fair value the balance sheet date:

Closing balance Item Level 1 Level 2 Level 3 Total

I.Continuous fair value measurement 9,149,400,862.32 2,755,607,096.60 - 11,905,007,958.92

1. Financial assets at fair value 4,601,188,073.64 2,755,607,096.60 - 7,356,795,170.24 through profit and loss

1.1 Financial assets available for sale 4,601,188,073.64 1,171,988,069.98 - 5,773,176,143.62

1.1.1 Debt instruments investment - - - -

1.1.2 Equity instrument investment 4,601,188,073.64 686,159,217.70 - 5,287,347,291.34

1.1.3 Derivative financial assets - 485,828,852.28 - 485,828,852.28

2. Designated at Financial assets at - 1,583,619,026.63 - 1,583,619,026.63 fair value through profit and loss

2.1. Debt instruments investment - - - -

2.2 Equity instrument investment - 1,583,619,026.63 - 1,583,619,026.63

II. Financial assets available for sale 4,548,212,788.68 - - 4,548,212,788.68

1. Debt instruments investment - - - -

2. Equity instrument investment 4,548,212,788.68 - - 4,548,212,788.68

189

— F-190 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Item Level 1 Level 2 Level 3 Total

3.Others - - - -

Total assets at fair value 9,149,400,862.32 2,755,607,096.61 - 11,905,007,958.93

III. Financial liabilitiesavailable for sale - 329,543,442.19 - 329,543,442.19

1. Trading bonds - - - -

2.Derivative financial liabilities - 329,543,442.19 - 329,543,442.19

3.Others - - - -

IV. Financial liabilities at fair value - - - - through profit and loss

Total liabilities at at fair value - 329,543,442.19 - 329,543,442.19

2. The first level to determine the market price of the fair value measurement basis

The first level of the fair value measurement project contains the secondary market shares and open market private equity funds; including: Stock at the end of the fair value based on the balance sheet date closing price confirmation and private funds based on each value of the open market.

3. The second level of the fair value measurement project using valuation technique and key parameter of qualitative and quantitative information

The second fair value measurement project contains private equity funds based on the investment of valuations for confirmation. The main purpose is investing the secondary market shares.

XI. Related party relationship and transactions

1. The actual controller of the company 7

The parent company and actual controller of the Company is Greenland Holdings Group Corporation Limited

2. The information of the subsidiaries

Please refered XIII.1. The equity of subsidiaries

3. The information of joint venture and associated enterprise

Please refered XIII.2. The equity of joint venture and associated enterprise

190

— F-191 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

4. Other related parties of the Company

Name of other related party Relationship between other related parties and the Company

Shanghai Greenland Investment Co.(Limited Partnership) Shareholder of the parent company

Shanghai Chengtou (Group) Ltd. Shareholder of the parent company

Beijing Zhidishunda Real Estate Development Co.Ltd. Joint venture

Guangzhou City Huibang Properties Ltd. Joint venture

Jiangxi Qianhu Guest Hotel Management Ltd. Joint venture

Shanghai Greenland Tule Auto Sales Ltd. Joint venture

Shanghai Zhongyou Pudong Petroleum Sales Ltd. Joint venture

Changsha Shanghcheng Properties Ltd. Joint venture

Beijing Jinhaowanhua Properties Ltd. Associated enterprise

Beijing Wanke Real Estate Development Co.Ltd. Associated enterprise

Changzhou Greenland Kunte Properties Ltd Associated enterprise

Changzhou Greenland Xiangsong Properties Ltd Associated enterprise

Changzhou Greenland Yunfeng Properties Ltd Associated enterprise

Chengdu City Baorong Real Estate Development Co.Ltd. Associated enterprise

Hefei Langxi Properties Ltd. Associated enterprise

Kunshan Derui Real Estate Development Co.Ltd. Associated enterprise

Greenland Group Chengdu Shenlong Real Estate Development Co.Ltd. Associated enterprise

Nanjing Huaqiaocheng Properties Ltd. Associated enterprise

Shanghai Hongkong Zhongke Petty Loan Co. Associated enterprise

Shanghai Jieyu Doors and Windows Ltd. Associated enterprise

Shanghai Jiukai Investment Management Ltd. Associated enterprise

Shanghai Kaichang Real Estate Development Co.Ltd. Associated enterprise

Shanghai Kaichong Real Estate Development Co.Ltd. Associated enterprise

Shanghai Kairi Real Estate Development Co.Ltd. Associated enterprise

Shanghai Kaiyu Real Estate Development Co.Ltd. Associated enterprise

Shanghai Greenland Lighting Market Management Ltd. Associated enterprise

Shanghai Poker factory Ltd. Associated enterprise

Shanghai Ruyi Property Management Ltd. Associated enterprise

Shanghai Wujiaochang Yuntong Properties Ltd. Associated enterprise

Shanghai Yingfang Investment Partnership (Limited Partnership) Associated enterprise

Yancheng Greenland Haoying Properties Ltd. Associated enterprise

191

— F-192 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Xuhui Group Ltd. Associated enterprise of Shareholders

Shanghai Red Star Macalline Brand Management Ltd. Jinniu Branch Associated enterprise of Shareholders

Shanghai Red Star Macalline Enterprise development Ltd. Associated enterprise of Shareholders

Shanghai Yunfeng (Group) Ltd. Associated enterprise

Shanghai Yunfeng Construction Ltd. Subsidiary of associated enterprise

Jiangsu Runcheng Properties Ltd Other related parties

Shanghai Changlv Green Industrial Ltd. Other related parties

Shanghai Jiale Property Management Ltd. Other related parties

Shanghai Jingxu Automobile Sales & Service Ltd. Other related parties

Shanghai Greenland Investment Management Ltd. Other related parties

Shanghai Greenland Property Development Ltd. Other related parties

Shanghai Jinlv Construction Engineering Ltd. Other related parties

Shanghai Shunchang Properties Ltd. Other related parties

Shanghai Weiyue Construction and Installation Ltd. Other related parties

Shanghai Weiyue Import and Export Trading Ltd. Other related parties

Shanghai Xiadian Trading Ltd. Other related parties

Shanghai Modern Agriculture Integrated Service Center Ltd. Other related parties

Shanghai Xinlvfuxing Urban Development Ltd. Other related parties

Shanghai Yingtong Greenland Real Estate Development Co.Ltd. Other related parties

Shanghai Changlv Properties Ltd. Other related parties

Wuxi Dijiu Properties Ltd. Other related parties

Shanghai Greenland Asset Holding Ltd. Other related parties

Great China Properties Holdings Limited NCI Subsidiary of minority shareholders

Sejahtera Alam Kapital Subsidiary of minority shareholders

Super Talent Resources Limited NCI Subsidiary of minority shareholders

Anhui Tiansu Investment Ltd. Subsidiary of minority shareholders

Anhui Tianxiang Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Beijing East Aisa Biaozhi Investment Ltd. Subsidiary of minority shareholders

Beijing Technology Business District Construction Ltd. Subsidiary of minority shareholders

Beijing Ningke Properties Ltd. Subsidiary of minority shareholders

Beijing Yuandongxindi Properties Ltd. Subsidiary of minority shareholders

Changshou City Jingtian Properties Investment Co.Ltd. Subsidiary of minority shareholders

Chengdu Investment park area Construction Investment Ltd Subsidiary of minority shareholders

192

— F-193 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Chengdu Red Star Macalline Properties Ltd Subsidiary of minority shareholders

Dongguan City Futai Real Estate Investment Co.Ltd. Subsidiary of minority shareholders

Foshan City Construction Development Investment Co.Ltd. Subsidiary of minority shareholders

Foshan City Nanhailianda Investment (Holdings)Ltd. Subsidiary of minority shareholders

Foshan City Nanhai District Liyayuan Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Foshan City Nanhai District Wanrui Investment Co.Ltd. Subsidiary of minority shareholders

Foshan City Shunde District Zhonghang Wanke Real Estate Development Subsidiary of minority shareholders Co.Ltd.

Foshan City Wanke Investment Co.Ltd. Subsidiary of minority shareholders

Foshan City Wanke Properties Ltd. Subsidiary of minority shareholders

Foshan Youdian Investment Ltd. Subsidiary of minority shareholders

Fujian Taikun Trading Ltd. Subsidiary of minority shareholders

Fudi (Group) Holding Ltd. Subsidiary of minority shareholders

Guangdong Orient Huacheng Investment Ltd. Subsidiary of minority shareholders

Guangdong Konghang Properties Ltd. Subsidiary of minority shareholders

Guangzhou Zhongziguohua Investment Ltd. Subsidiary of minority shareholders

Hefei Xirong Properties Ltd. Subsidiary of minority shareholders

Henan Donglong Holdings Ltd. Subsidiary of minority shareholders

Huarun (Xuzhou) Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Nanjing Huarun Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Jinan City Real Estate Development Head Office Co.Ltd. Subsidiary of minority shareholders

Jiangsu Sunan Wanke Real Estate Co.Ltd. Subsidiary of minority shareholders

Jiangxi Province Xiyangyang Advertising planning Ltd. Subsidiary of minority shareholders

Jindi (Group) Holding Ltd. Subsidiary of minority shareholders

Lechang City Hongyuan Energy Development Ltd. Subsidiary of minority shareholders

Mingyuan Investment Group Ltd. Subsidiary of minority shareholders

Nanjing City Urban Construction Management Holdings (Group) Ltd. Subsidiary of minority shareholders

Nanjing City State-owned Assets Management Holdings (Group) Ltd. Subsidiary of minority shareholders

Qidong Junrui Industrial Ltd. Subsidiary of minority shareholders

Rongxin (Fujian) Investment Group Ltd. Subsidiary of minority shareholders

Shandong Zehai Industrial Ltd. Subsidiary of minority shareholders

Shanghai Orient Securities Innovation Investment Co.Ltd. Subsidiary of minority shareholders

Shanghai Fulin Investment Co.Ltd. Subsidiary of minority shareholders

193

— F-194 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Shanghai Haichuang Shipping Ltd. Subsidiary of minority shareholders

Shanghai Hejing Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Shanghai Hongkong Commerce (Group) Ltd. Subsidiary of minority shareholders

Shanghai Jishengweibang Furnishing Market Management Ltd. Subsidiary of minority shareholders

Shanghai Jinqiao Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Shanghai Jiuji Logistics Ltd. Subsidiary of minority shareholders

Shanghai Greenland Energy Group Industrial Development Ltd. Subsidiary of minority shareholders

Shanghai Pudong Xiezhan InvestmentLtd. Subsidiary of minority shareholders

Shanghai Sansheng Real Estate (Group) Co.Ltd. Subsidiary of minority shareholders

Shanghai Shibei Hi-Tech Park Ltd. Subsidiary of minority shareholders

Shanghai Suyong Investment Management Ltd Subsidiary of minority shareholders

Shanghai Xinjue Investment Management Ltd. Subsidiary of minority shareholders

Shanghai Xinxi Investment Management Ltd. Subsidiary of minority shareholders

Shanghai Xuxiang Properties Ltd. Subsidiary of minority shareholders

Shanghai Yejian Real Estate Operating & Development Co.Ltd. Subsidiary of minority shareholders

Shanghai Yiluhua Industrial Development Ltd. Subsidiary of minority shareholders

Shanghai Zhenshang Investment Advisory Ltd. Subsidiary of minority shareholders

Shenzhen Jiadebao Investment Ltd. Subsidiary of minority shareholders

Shenzhen Huiyin Holdings Group Ltd. Subsidiary of minority shareholders

Shenyang Property Investment Management Ltd. Subsidiary of minority shareholders

Shenyang Hemeixinye Investment Ltd. Subsidiary of minority shareholders

Sichuan Xinxiwang Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Suzhou Dongxing Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Suzhou City Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Taicang City Guofa Properties Ltd. Subsidiary of minority shareholders

Taicang City Water-treatment Ltd. Subsidiary of minority shareholders

Weiaofei Global Ltd. Subsidiary of minority shareholders

Xufu Bvinci Subsidiary of minority shareholders

Xuhui Holdings Group Ltd. Subsidiary of minority shareholders

Yao Yong Subsidiary of minority shareholders

Yingtan City Urban Construction Comprehensive Development Ltd. Subsidiary of minority shareholders

Yuanyang Real Estate Development Co.Ltd. Subsidiary of minority shareholders

China Southern Airlines Group Construction Development Ltd. Subsidiary of minority shareholders

194

— F-195 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Xinkong Group Ltd. Subsidiary of minority shareholders

Zhongxin Guangzhou Knowledge City Investment Development Ltd. Subsidiary of minority shareholders

Zhong Yongsen Subsidiary of minority shareholders

Chongqing Dongyuan Real Estate Development Co.Ltd. Subsidiary of minority shareholders

Chongqing Hengkang Investment Ltd. Subsidiary of minority shareholders

Chongqing Yuanlin Industrial (Group) Ltd. Subsidiary of minority shareholders

Starwaly Properties (Group) Ptylimited Subsidiary controlled by director

Zhou Jiansha Subsidiary of the legal representative

Lechang City Xiaodongmajin Hydropower station Subsidiary of the legal representative

Zengcheng City Yuancheng Trading Ltd. Subsidiary of the legal representative

Guangxi Real estate (Group) Co.Ltd. Associated enterprise of Shareholders

Huarun Real Estate Investment Co.Ltd. Associated enterprise of Shareholders

5. Related party transactions

5.1 Sales and purchases of goods, provision of services and receiving services

5.1.1 Purchase of commodities/receiving of services

Amount for the current Amount for the prior Related party Transaction type period period

Shanghai Yunfeng Construction Ltd. Receiving of services 100,590,989.00 -

Shanghai Jieyu Doors and Windows Receiving of services 3,750,485.44 - Ltd.

5.1.2 Sales of commodities / Provision of services

Related party Transaction type Amount for the current period Amount for the prior period

Shanghai Jishengweibang Greenland International Furnishing Village Market Provision of services 1,200,044.00 1,511,354.00

Management Ltd.

Nanjing Lvhong Real Estate Development Provision of services 256,433,009.67 85,447,115.00 Co.Ltd.

Jiangxi Qianhu Guest Hotel Management Sales of commodities 36,440.05 10,121,642.10 Ltd.

Guangzhou Greenland Baiyun Properties Provision of services - 1,483,905.02 Ltd.

Xian Lugang Greenland Properties Ltd. Provision of services - 540,000.00

Changsha Shangcheng Properties Ltd. Provision of services 120,859,658.67 25,853.30

Guangzhou City Huibang Properties Ltd. Provision of services 845,905.00 -

195

— F-196 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

5.2 Information of guaranteed

5.2.1 Guaranteed by the Company

Whether the Guarantee Guarantee Guarantee guarantee Secured party Guarantee amount occurrence amount start date expiry date has been fulfilled

56,932.8959 90,739.6590 Guaranteed for subsidiaries - - No million million

Shanghai Overseas Joint Investment Ltd. - 225,119,523.44 2006.06.13 2017.06.13 No

Shanghai Overseas Joint Investment Ltd. - 20,250,000.00 2014.08.27 2017.06.15 No

Shanghai Overseas Joint Investment Ltd. - 8,110,000.00 2014.08.27 2017.07.15 No

Shanghai Overseas Joint Investment Ltd. - 40,850,000.00 2016.12.30 2018.10.26 No

5.2.1 Guaranteed for the Company

Whether the Guarantor Guarantee amount Guarantee start date Guarantee expiry date guarantee has been fulfilled

Shanghai Greenland Investment 6,150 million 2015.12.05 2018.12.05 No Co.(Limited Partnership)

Shanghai Greenland Investment 670 million 2016.12.20 2019.12.20 No Co.(Limited Partnership)

5.3 Related party lending funds

Related party Amount Starting date Expiring date Explanation

Funds out˖ 5,880,840,454.18

Shanghai Yunfeng (Group) Ltd. 200,000,000.00

Foshan City Wanke Properties Ltd. 846,824,146.66

Nanjing Huaqiaocheng Properties Ltd. 843,676,854.17

Xuhui Group Ltd. 678,610,749.48

Shanghai Jiuqing Properties Ltd. 353,873,784.40

Shanghai Fulin Investment Co.Ltd. 320,034,421.46

Chengdu Red Star Macalline Properties Ltd 250,480,456.00

Guangxi Real estate (Group) Co.Ltd. 209,395,849.17

Zhongxin Guangzhou Knowledge City Investment Development 198,053,489.95 Ltd.

196

— F-197 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Related party Amount Starting date Expiring date Explanation

Dongguan City Futai Real Estate Investment Co.Ltd. 181,490,919.20

Shanghai Xinjue Investment Management Ltd. 175,000,000.00

Shanghai Xinxi Investment Management Ltd. 175,000,000.00

Changzhou Greenland Kunte Properties Ltd 157,940,278.00

Hefei Xirong Properties Ltd. 150,328,920.00

Shanghai Yiluhua Industrial Development Ltd. 134,159,752.89

Rongxin (Fujian) Investment Group Ltd. 130,000,000.00

Xinkong Group Ltd. 118,777,766.15

Foshan City Construction Development Investment Co.Ltd. 111,000,000.00

Huarun Real Estate Investment Co.Ltd. 75,000,000.00

Changshou City Jingtian Properties Investment Co.Ltd. 72,860,000.00

Guangzhou Greenland Baiyun Properties Ltd. 56,294,872.00

Shanghai Greenland Energy Group Industrial Development Ltd. 54,044,341.56

Shanghai Shibei Hi-Tech Park Ltd. 51,234,400.00

Shanghai Orient Securities Innovation Investment Co.Ltd. 51,234,400.00

Henan Donglong Holdings Ltd. 50,000,000.00

Shanghai Suyong Investment Management Ltd 43,320,115.40

Chengdu City Baorong Real Estate Development Co.Ltd. 39,274,794.11

Shanghai Weiyue Import and Export Trading Ltd. 29,120,248.60

Shanghai Weiyue Construction and Installation Ltd. 14,801,518.18

Shanghai Yingtong Greenland Real Estate Development Co.Ltd. 14,472,000.00

Shanghai Xinlvfuxing Urban Development Ltd. 8,793,800.00

Shenyang Hemeixinye Investment Ltd. 13,377,999.00

Shanghai Greenland Asset Holding Ltd. 11,000,000.00

Yancheng Greenland Haoying Properties Ltd. 8,900,000.00

Changzhou Greenland Xiangsong Properties Ltd 8,000,000.00

Shanghai Jinqiao Real Estate Development Co.Ltd. 7,000,000.00

Shanghai Changlv Properties Ltd. 5,822,886.53

Beijing Far East Xindi Properties Ltd. 5,274,700.00

Shanghai Modern Agriculture Integrated Service Center Ltd. 5,000,000.00

Shanghai Xinlvfuxing Urban Development Ltd. 4,800,000.00

197

— F-198 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Related party Amount Starting date Expiring date Explanation

GreatChinaPropertiesHoldingsLimitedNCI 4,393,738.50

Nanjing Lvhong Real Estate Development Co.Ltd. 3,559,834.72

Shanghai Haichuang Shipping Ltd. 2,000,000.00

Shanghai Jiukai Investment Management Ltd. 1,680,000.00

Shanghai Red Star Macalline Brand Management Ltd. Jinniu 1,583,251.44 Branch

FOREVERRICHENTERPRISESLIMITED 1,388,239.95

Shanghai Jiale Property Management Ltd. 1,079,280.60

Shanghai Xiadian Trading Ltd. 523,000.00

Chongqing Dongyuan Real Estate Development Co.Ltd. 306,500.00

Jinan City Real Estate Development Head Office Co.Ltd. 52,000.00

StarwalyProperties(Group)Ptylimited 1,136.06

Shanghai Jinlv Construction Engineering Ltd. 10.00

Funds in˖ 8,276,499,896.38

Shanghai Greenland Investment Co.(Limited Partnership) Loan interest 1,200,000,000.00 2016-1-20 2019-1-18 6.5%

Shanghai Greenland Investment Co.(Limited Partnership) Entrust loan;

500,000,000.00 2016-12-5 2019-11-28 Loan interest

6.5%

Nanjing Lvhong Real Estate Development Co.Ltd. 1,094,858,911.48

Xufu Bvinci 978,544,626.23

Xuhui Holding (Group) Ltd. 895,121,547.48

Shanghai Hejing Real Estate Development Co.Ltd. 759,402,823.61

Guangdong Konghang Properties Ltd. 750,083,125.00

Foshan City Nanhailianda Investment (Holdings)Ltd. 454,147,715.34

Hefei Langxi Properties Ltd. 288,264,143.65

Beijing Wanke Real Estate Development Co.Ltd. 245,000,000.00

Zhong Yongsen 157,718,214.89

Greenland Group Chengdu Shenlong Real Estate Development 132,026,536.88 Co.Ltd.

Shanghai Kaiyi Properties Ltd. 94,358,153.30

198

— F-199 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Related party Amount Starting date Expiring date Explanation

Guangxi Real estate (Group) Co.Ltd. 83,090,113.45

Chengdu City Ploy Jinrong Real Estate Development Co.Ltd. 72,107,091.85

SejahteraAlamKapital 70,668,560.67

Shanghai Red Star Macalline Enterprise development Ltd. 70,000,000.00

Foshan City Nanhai District Liyayuan Real Estate Development 66,536,856.01 Co.Ltd.

Yao Yong 64,275,000.85

Mingyuan Investment Group Ltd. 61,632,036.67

Hefei Xirong Properties Ltd. 56,515,421.25

SuperTalentResourcesLimitedNCI 40,108,110.00

Shanghai Jiukai Investment Management Ltd. 29,580,396.00

Jiangsu Runcheng Properties Ltd 25,000,000.00

Changzhou Greenland Yunfeng Properties Ltd 24,496,860.17

Shanghai Greenland Investment Management Ltd. 17,145,935.39

Shanghai Hongkong Zhongke Petty Loan Co. 12,650,000.00

Weiaofei Global Ltd. 12,648,010.19

GreatChinaPropertiesHoldingsLimitedNCI 4,396,688.46

Lechang City Xiaodongmajin Hydropower station 3,947,400.00

China Southern Airlines Group Construction Development Ltd. 3,526,196.38

Zengcheng City Yuancheng Trading Ltd. 2,695,166.21

Shanghai Modern Agriculture Integrated Service Center Ltd. 1,764,415.00

Jiangxi Province Xiyangyang Advertising planning Ltd. 1,565,439.74

Zhou Jianfeng 1,085,583.47

Shanghai Greenland Lighting Market Management Ltd. 600,000.00

Nanjing Huarun Real Estate Development Co.Ltd. 318,032.34

Shanghai Poker factory Ltd. 300,000.00

Shanghai Ruyi Property Management Ltd. 175,560.00

Huarun (Xuzhou) Real Estate Development Co.Ltd. 140,192.24

Foshan City Shunde District Zhonghang Wanke Real Estate 4,566.00 Development Co.Ltd.

Foshan City Wanke Investment Co.Ltd. 466.18

199

— F-200 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

5.4 Key management compensation

Amount recognized in the Amount recognized in the Item current period prior period

Key management compensation 7,890,350,000.00 7,636,440,000.00

6. Amounts due from & to related parties/subsidiariesto

6.1 Amounts due from related parties

Closing balance Opening balance Item Amount Provision Amount Provision

Accounts receivable

Shanghai Jishengweibang Greenland

International Furnishing Village Market 4,855,554.31 302,779.92 3,655,510.31 36,555.10

Management Ltd.

Nanjing Lvhong Real Estate Development 103,917,422.20 1,039,174.22 85,447,115.00 854,471.15 Co.Ltd.

Jiangxi Qianhu Guest Hotel Management Ltd. 10,158,082.15 101,580.82 10,121,642.10 101,216.42

Guangzhou Greenland Baiyun Properties Ltd. 1,260,415.00 63,020.75 1,483,905.02 14,839.05

Xian Lugang Greenland Properties Ltd. 89,946.00 4,497.30 540,000.00 5,400.00

Changsha Shanghcheng Properties Ltd. 33,030,403.30 330,304.03 25,853.30 258.53

Guangzhou City Huibang Properties Ltd. 1,380,605.19 69,030.26 - -

Shanghai Yunfeng (Group) Ltd. Commerce 48,588,833.21 485,888.33 - - Branch

Total 203,281,261.36 2,396,275.63 101,274,025.73 1,012,740.25

Prepayments˖

Shanghai City Jin Green Building Engineering 106,634,762.91 - 46,734,762.91 - Co. Ltd

Total 106,634,762.91 - 46,734,762.91 -

Other receivables

Shanghai Yingtong Greenland Real Estate 43,472,000.00 4,347,200.00 29,000,000.00 2,900,000.00 Development Co.Ltd.

Shanghai Changlv Properties Ltd. 5,826,104.53 582,444.55 3,218.00 32.18

Shanghai Greenland Tule Auto Sales Ltd. 3,316,975.87 331,697.59 3,316,975.87 33,169.76

Jiangxi Qianhu Guest Hotel Management Ltd. 21,897,111.97 1,622,711.20 21,897,111.97 425,771.12

Shanghai Kaiyu Real Estate Development - - 262,139,000.00 2,621,390.00

200

— F-201 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Opening balance Item Amount Provision Amount Provision

Co.Ltd.

Shanghai Kaichang Real Estate Development 10,290,000.00 205,800,000.00 235,800,000.00 2,358,000.00 Co.Ltd.

Shanghai Kairi Real Estate Development 5,055,000.00 101,100,000.00 107,100,000.00 1,071,000.00 Co.Ltd.

Shanghai Kaichong Real Estate Development 4,192,500.00 83,850,000.00 83,850,000.00 838,500.00 Co.Ltd.

Shanghai Wanjiulvhe Properties Ltd. 539,340,318.15 26,967,015.91 618,340,318.15 6,183,403.18

Beijing Jinhaowanhua Properties Ltd. 94,536,780.45 4,726,839.02 94,536,780.45 945,367.80

Changsha Shanghcheng Properties Ltd. 540,434,082.97 38,488,421.20 685,346,786.62 6,853,467.87

Beijing Zhidishunda Real Estate Development 125,609.00 2,512,180.00 2,512,180.00 25,121.80 Co.Ltd.

Guangzhou Zhongziguohua Investment Ltd. 67,076,300.00 670,763.00 67,076,300.00 670,763.00

Guangdong Orient Huacheng Investment Ltd. 1,415,300.00 14,153.00 1,415,300.00 14,153.00

Guangzhou Greenland Baiyun Properties Ltd. 56,774,872.00 567,748.72 480,000.00 4,800.00

Guangzhou City Huibang Properties Ltd. 263,127,186.05 13,156,359.30 1,319,584,956.12 13,195,849.56

Henan Donglong Holdings Ltd. 150,000,000.00 1,500,000.00 100,000,000.00 1,000,000.00

Jinan City Real Estate Development Head 2,094,170.89 200,369.94 2,042,170.89 197,511.08 Office Co.Ltd.

Shandong Zehai Industrial Ltd. 107,900,000.00 5,395,000.00 107,900,000.00 6,290,000.00

Shanghai Shunchang Properties Ltd. 63,519,950.00 3,680,947.50 63,519,950.00 635,199.50

Xinkong Group Ltd. 132,000,000.00 1,320,000.00 13,222,233.85 132,222.34

Changshou City Jingtian Properties 187,205,072.51 9,360,253.63 114,345,072.51 1,143,450.73 Investment Co.Ltd.

Greenland Group Chengdu Shenlong Real - - 143,738,306.09 1,437,383.06 Estate Development Co.Ltd.

Chengdu City Ploy Jinrong Real Estate - - 170,041,245.09 1,700,412.45 Development Co.Ltd.

Kunshan Derui Real Estate Development - - 72,301,464.00 723,014.64 Co.Ltd.

Chongqing Yuanlin Industrial (Group) Ltd. 67,549,100.00 675,491.00 67,549,100.00 675,491.00

201

— F-202 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Opening balance Item Amount Provision Amount Provision

Chongqing Hengkang Investment Ltd. 3,241,500.00 32,415.00 3,241,500.00 162,075.00

Shanghai Jiale Property Management Ltd. 1,179,280.60 63,964.03 100,000.00 1,000.00

Shenyang Hemeixinye Investment Ltd. 94,599,903.00 2,743,999.03 81,221,904.00 812,219.04

Shanghai Haichuang Shipping Ltd. 51,795,848.87 517,958.49 49,795,848.87 497,958.49

Shanghai Jingxu Automobile Sales & Service 169,843.85 3,396,877.00 3,396,877.00 33,968.77 Ltd.

Nanjing City State-owned Assets 116,900,000.00 11,690,000.00 116,900,000.00 11,690,000.00 Management Holdings (Group) Ltd.

Nanjing Lvhong Real Estate Development 14,156,520.90 141,565.21 10,596,686.18 105,966.86 Co.Ltd.

Jindi (Group) Holding Ltd. 72,306,699.65 723,067.00 187,306,699.65 1,873,067.00

Rongxin (Fujian) Investment Group Ltd. 189,390,000.00 1,893,900.00 59,390,000.00 593,900.00

Anhui Tiansu Investment Ltd. 10,000,000.00 1,000,000.00 10,000,000.00 1,000,000.00

Shanghai Suyong Investment Management 1,914,000.00 191,400,000.00 148,079,884.60 1,480,798.85 Ltd

Nanchang Greenland Shenren Properties Ltd. - - 117,233,900.00 1,172,339.00

Shanghai Jieshenweibang Furnishing Market 11,254,000.00 225,080,000.00 225,080,000.00 2,250,800.00 Management Ltd.

Shanghai Xinjue Investment Management Ltd. 295,190,040.00 2,951,900.40 120,190,040.00 1,201,900.40

Shanghai Xinxi Investment Management Ltd. 295,190,040.00 2,951,900.40 120,190,040.00 1,201,900.40

Shanghai Xuxiang Properties Ltd. 77,176,282.50 3,558,814.13 119,676,282.50 1,196,762.83

Shanghai Greenland Property Development 700,000.00 70,000.00 825,814.45 82,581.45 Ltd.

Shanghai Xinlvfuxing Urban Development Ltd. 14,173,640.00 1,417,364.00 5,379,840.00 537,984.00

Shenzhen Jiadebao Investment Ltd. 12,000,000.00 1,200,000.00 12,000,000.00 120,000.00

Shanghai Shibei Hi-Tech Park Ltd. 67,234,400.00 2,267,892.00 16,000,000.00 160,000.00

Shanghai Orient Securities Innovation 67,234,400.00 1,737,032.00 16,000,000.00 160,000.00 Investment Co.Ltd.

Xuhui Group Ltd. 1,624,224,800.00 52,693,490.02 945,614,050.52 9,456,140.51

Shanghai Xinkongfang Investment - 75,117,650.47 751,176.50 Partnership (Limited Partnership)

202

— F-203 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Opening balance Item Amount Provision Amount Provision

GreatChinaPropertiesHoldingsLimitedNCI 69,279,799.50 692,798.00 64,886,061.00 648,860.61

FOREVERRICHENTERPRISESLIMITED 21,719,035.96 217,190.36 20,330,796.01 203,307.96

Chongqing Dongyuan Real Estate 153,065.00 15,306,500.00 15,000,000.00 150,000.00 Development Co.Ltd.

Shanghai Xinlvfuxing Urban Development Ltd. 4,800,000.00 480,000.00 - -

Shanghai Yunfeng (Group) Ltd.& Subsidiaries 1,604,617,207.28 481,385,162.18 1,106,261,616.45 110,626,161.65

Foshan City Caiguan Properties Ltd. 799,946,206.82 7,999,462.07 1,878,157,797.27 18,781,577.97

StarwalyProperties(Group)Ptylimited 1,136.06 11.36 - -

Beijing Far East Xindi Properties Ltd. 5,274,700.00 52,747.00 - -

Changzhou Greenland Kunte Properties Ltd 157,940,278.00 15,794,027.80 - -

Changzhou Greenland Xiangsong Properties 8,000,000.00 800,000.00 - - Ltd

Chengdu Red Star Macalline Properties Ltd 250,480,456.00 2,504,804.56 - -

Chengdu City Baorong Real Estate 39,274,794.11 392,747.94 - - Development Co.Ltd.

Dongguan City Futai Real Estate Investment 181,490,919.20 1,814,909.19 - - Co.Ltd.

Foshan City Construction Development 111,000,000.00 3,750,000.00 - - Investment Co.Ltd.

Foshan City Wanke Properties Ltd. 846,824,146.66 16,833,964.26 - -

Guangxi Real estate (Group) Co.Ltd. 209,395,849.17 2,093,958.49 - -

Hefei Xirong Properties Ltd. 150,328,920.00 1,503,289.20 - -

Huarun Real Estate Investment Co.Ltd. 75,000,000.00 2,950,000.00 - -

Nanjing Huaqiaocheng Properties Ltd. 843,676,854.17 8,436,768.54 - -

Shanghai Fulin Investment Co.Ltd. 320,034,421.46 3,200,344.21 - -

Shanghai Red Star Macalline Brand 1,583,251.44 15,832.51 - - Management Ltd. Jinniu Branch

Shanghai Jinqiao Real Estate Development 7,000,000.00 700,000.00 - - Co.Ltd.

Shanghai Jiuqing Properties Ltd. 353,873,784.40 3,538,737.84 - -

Shanghai Jiukai Investment Management Ltd. 1,680,000.00 16,800.00 - -

203

— F-204 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Closing balance Opening balance Item Amount Provision Amount Provision

Shanghai Greenland Energy Group Industrial 54,044,341.56 5,404,434.16 - - Development Ltd.

Shanghai Greenland Asset Holding Ltd. 11,000,000.00 110,000.00

Shanghai Jinlv Construction Engineering Ltd. 10.00 1.00 - -

Shanghai Weiyue Construction and 14,801,518.18 148,015.18 - - Installation Ltd.

Shanghai Weiyue Import and Export Trading 29,120,248.60 291,202.49 - - Ltd.

Shanghai Xiadian Trading Ltd. 523,000.00 52,300.00 - -

Shanghai Yiluhua Industrial Development Ltd. 134,159,752.89 1,341,597.53 - -

Shanghai Modern Agriculture Integrated 5,000,000.00 50,000.00 - - Service Center Ltd.

Yancheng Greenland Haoying Properties Ltd. 8,900,000.00 890,000.00 - -

Zhongxin Guangzhou Knowledge City 198,053,489.95 1,980,534.90 - - Investment Development Ltd.

Total 12,701,448,359.32 799,858,335.89 9,915,031,758.58 219,027,921.36

6.2 Amounts due to related parties

Item Closing balance Opening balance

Accounts payable

Shanghai Jieyu Doors and Windows Ltd. 2,047,950.00 -

Chongqing Hengkang Investment Ltd. 1,008,668.00 1,008,668.00

Total 3,056,618.00 1,008,668.00

Other payables

Shanghai Greenland Investment Management 43,541,695.84 26,395,760.45 Ltd.

Shanghai Greenland Investment Co.(Limited 1,229,078,890.10 25,669,042.72 Partnership)

Greenland Holdings Group Ltd. 362,560,016.57 -

Shanghai Chengtou (Group) Ltd. 12,000,000.00 12,000,000.00

Chengdu City Baorong Real Estate Development - 241,811,917.90 Co.Ltd.

204

— F-205 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

Shanghai Greenland Tule Auto Sales Ltd. 2,883,760.00 2,883,760.00

Shanghai Changlv Properties Ltd. 103,631,287.97 103,631,287.97

Shanghai Xinhua Publisher Group Ltd. 25,912,517.40 25,912,517.40

Wuxi Dijiu Properties Ltd. 54,500,000.00 54,500,000.00

Shanghai Zhongyou Pudong Petroleum Sales - 24,700,000.00 Ltd.

Jiangsu Runcheng Properties Ltd 55,000,000.00 30,000,000.00

Shanghai Kaiyi Properties Ltd. 361,943,190.69 267,585,037.39

Guangzhou Greenland Baiyun Properties Ltd. 305,273,100.96 357,007,697.28

Beijing Zhidishunda Real Estate Development 12,512,180.00 152,512,180.00 Co.Ltd.

Zhong Yongsen 185,700,996.89 27,982,782.00

Zhongxin Guangzhou Knowledge City Investment - 61,778,264.25 Development Ltd.

China Southern Airlines Group Construction 15,526,196.38 12,000,000.00 Development Ltd.

Yuanyang Real Estate Development Co.Ltd. 488,208,888.90 1,175,000,000.00

Yingtan City Urban Construction Comprehensive 1,000,000.00 1,000,000.00 Development Ltd.

Xuhui Holding (Group) Ltd. 950,446,848.14 55,325,300.66

Weiaofei Global Ltd. 12,746,556.83 98,546.64

Taicang City Water-treatment Ltd. - 66,548,400.00

Taicang City Guofa Properties Ltd. - 266,193,600.00

Suzhou City Real Estate Development Co.Ltd. - 58,147,754.18

Suzhou Dongxing Real Estate Development - 55,821,844.00 Co.Ltd.

Sichuan Xinxiwang Real Estate Development - 298,505,757.00 Co.Ltd.

Shenyang Property Investment Management Ltd. - 97,948,521.97

Shenzhen Huiyin Group Holdings Ltd. 327,469,348.30 840,000,000.00

Shanghai Zhenshang Investment Advisory Ltd. 21,515,963.52 21,515,963.52

Shanghai Yingfang Investment Partnership 306,384,000.00 2,268,900,000.00

205

— F-206 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

(Limited Partnership)

Shanghai Yejian Real Estate Operating & 45,020,000.00 47,075,100.00 Development Co.Ltd.

Shanghai Wujiaochang Yuntong Properties Ltd. 7,200,000.00 7,200,000.00

Shanghai Sansheng Real Estate (Group) Co.Ltd. 100,160,000.00 100,160,000.00

Shanghai Qingteng Real Estate Co.Ltd. 100,800,000.00 191,575,000.00

Shanghai Pudong Xiezhan InvestmentLtd. 188,025,287.55 188,025,287.55

Shanghai Greenland Energy Group Industrial 72,030,000.00 72,030,000.00 Development Ltd.

Shanghai Jiukai Investment Management Ltd. 31,083,190.00 1,502,794.00

Shanghai Jiuji Logistics Ltd. 50,383,287.55 50,383,287.55

Shanghai Jingxu Automobile Sales & Service Ltd. 1,892.41 1,892.41

Shanghai Hongkong Commerce (Group) Ltd. 2,271,584.54 158,924,626.14

Shanghai Haichuang Shipping Ltd. 14,314,837.89 15,414,837.89

Shanghai Fulin Investment Co.Ltd. 1,901,333.00 1,901,333.00

Shanghai Changlv Green Industrial Ltd. 50,000.00 50,000.00

Rongxin (Fujian) Investment Group Ltd. 1,979,200.00 1,979,200.00

Qidong Junrui Industrial Ltd. 1,506,321,478.99 1,516,036,728.95

Nanjing City Urban Construction Management 28,413,298.11 32,398,199.43 Holdings (Group) Ltd.

Nanjing Lvhong Real Estate Development 1,178,582,458.48 83,723,547.00 Co.Ltd.

Lechang City Hongyuan Energy Development 7,457,964.22 7,457,964.22 Ltd.

Jiangxi Province Xiyangyang Advertising 3,365,439.74 1,800,000.00 planning Ltd.

Jiangsu Sunan Wanke Real Estate Co.Ltd. - 68,285,029.75

Guangzhou Yuehong Real Estate Development 75,280,628.02 75,280,628.02 Ltd.

Fudi (Group) Holding Ltd. 882,520,000.00 957,520,000.00

Fujian Taikun Trading Ltd. 194,521,050.00 1,390,786,050.00

Foshan Youdian Investment Ltd. 38,961,571.68 120,232,000.00

206

— F-207 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

Foshan City Nanhai District Wanrui Investment - 261,401,290.00 Co.Ltd.

Foshan City Construction Development - 48,039,000.00 Investment Co.Ltd.

Dongguan City Futai Real Estate Investment - 120,320,857.00 Co.Ltd.

Chengdu Red Star Macalline Properties Ltd - 149,434,585.48

Chengdu Investment park area Construction 54,980,199.54 221,742,305.31 Investment Ltd

Beijing Ningke Properties Ltd. 132,306,970.86 132,306,970.86

Beijing Wanke Real Estate Development Co.Ltd. 374,797,804.79 129,797,804.79

Beijing Technology Business District Construction 387,500,000.00 473,294,126.87 Ltd.

Beijing East Aisa Biaozhi Investment Ltd. 251,509,585.28 251,509,585.28

Anhui Tianxiang Real Estate Development 13,682,992.50 63,555,460.80 Co.Ltd.

SuperTalentResourcesLimitedNCI 632,418,570.00 592,310,460.00

SejahteraAlamKapital 152,075,010.13 81,406,449.46

GreatChinaPropertiesHoldingsLimitedNCI 69,326,314.02 64,929,625.56

Shanghai Greenland Property Development Ltd. 2,913,599.05 5,384,718.06

Changzhou Greenland Yunfeng Properties Ltd 24,496,860.17 -

Chengdu City Ploy Jinrong Real Estate 72,107,091.85 - Development Co.Ltd.

Foshan City Nanhailianda Investment 454,147,715.34 - (Holdings)Ltd.

Foshan City Nanhai District Liyayuan Real Estate 66,536,856.01 - Development Co.Ltd.

Foshan City Shunde District Zhonghang Wanke 4,566.00 - Real Estate Development Co.Ltd.

Foshan City Wanke Investment Co.Ltd. 466.18 -

Guangdong Konghang Properties Ltd. 750,083,125.00 -

Guangxi Real estate (Group) Co.Ltd. 83,090,113.45 -

207

— F-208 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Item Closing balance Opening balance

Hefei Langxi Properties Ltd. 288,264,143.65 -

Hefei Xirong Properties Ltd. 56,515,421.25 -

Huarun (Xuzhou) Real Estate Development 140,192.24 - Co.Ltd.

Nanjing Huarun Real Estate Development 318,032.34 - Co.Ltd.

Lechang City Xiaodongmajin Hydropower station 3,947,400.00 -

Greenland Group Chengdu Shenlong Real Estate 132,026,536.88 - Development Co.Ltd.

Mingyuan Investment Group Ltd. 61,632,036.67 -

Shanghai Hejing Real Estate Development 759,402,823.61 - Co.Ltd.

Shanghai Red Star Macalline Enterprise 70,000,000.00 - development Ltd.

Shanghai Hongkong Zhongke Petty Loan Co. 12,650,000.00 -

Shanghai Greenland Lighting Market 600,000.00 - Management Ltd.

Shanghai Poker factory Ltd. 300,000.00 -

Shanghai Ruyi Property Management Ltd. 175,560.00 -

Shanghai Modern Agriculture Integrated Service 1,764,415.00 - Center Ltd.

Xufu Bvinci 978,544,626.23 -

Yao Yong 64,275,000.85 -

Zengcheng City Yuancheng Trading Ltd. 2,695,166.21 -

Zhou Jianfeng 1,085,583.47 -

Total 15,364,794,719.24 14,316,552,680.71

208

— F-209 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

XII. Commitments and contingencies

1. Commitments

1.1 Capital commitment

Item Closing balance Opening balance

Has been signed but not confirmed in financial - - statements yet

üConstruction long-term assets - 1,520,604,000.00

üLarge contract 6,751,193,333.46 4,585,666,000.00

üForeign investment commitments - -

Total 6,751,193,333.46 6,106,270,000.00

1.2 Operating lease commitments

To the balance sheet date, the Company concluded by the irrevocable operating lease contract as follows

Item Closing balance Opening balance

The irrevocable operating lease minimum lease - - payment˖

1 year occurring after the balance sheet date 10,384,219.81 21,749,747.07

2-5 years occurring after the balance sheet date 28,902,719.35 58,116,495.40

After this year 125,600,000.00 128,740,000.00

Total 164,886,939.16 208,606,242.47

2. Contingencies

2.1 Contingent liabilities and financial impact that formed by pending litigation arbitration.

1. The dispute of corporation interest between Xiamen Greenland Energy Ltd. and Greenland Energy Ltd.

In September 2009, Greenland Energy Ltd. and Xiamen Luming Investment Management Ltd. (hereinafter

referred to as “Luming Investment”) jointly established Xiamen Greenland Energy Ltd. (hereinafter referred to as

“Xiamen Greenland”) Greenland Energy Ltd and Luming Investment contributed CNY 51 million and CNY 49

million respectively., Greenland Energy Ltd. sold 51% shares of Xiamen Greenland to Luming Investment at CNY

51 million on 25th May 2011.

Xiamen Greenland and Greenland Energy have dispute of the case above. On 15th October 2015, Xiamen

Greenland filed a lawsuit to Xiamen intermediate people's court and requested the court to order Greenland

Energy to pay CNY 51 million and CNY 14,205,066.65 interest (calculated to 15th October 2015). In addition,

Xiamen Greenland requested the court to order Greenland Energy to afford the expense of the lawsuit. The

Company won the first trial and the court dismissed the lawsuit from Xiamen Greenland.

As of the end of the issue date, as far as we know that Xiamen Greenland has appealed, the case is in the

209

— F-210 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016 process of second trial.

2. The dispute of contract between Dalian Fanhua Jianye Energy Ltd. and Greenland Energy Group Guangdong

Coal Technology Ltd.

On 24th December 2013, Dalian Fanhua Jianye Energy Ltd. (hereinafter referred to as “Dalian Fanhua”) signed (20131214-01) that Greenland Guangdong promised to offer coal to Dalian Fanhua with Greenland Energy Group Guangdong Coal Technology Ltd. (hereinafter referred to as “Greenland

Guangdong”). Greenland Guangdong offered five on 11st

January 2014.

Dalian Fanhua and Greenland Guangdong had a dispute of the above case on 17th August 2015; Dalian

Fanhua filed a lawsuit to Shaoguan intermediate people's court and requested the court to order Greenland

Guangdong to pay the prepayment CNY 50,000,000 and liquidated damages CNY 23,727,185 and the expense of the lawsuit.

As of the end of the issue date, decision was made in the first trial and the court dismissed the lawsuit of the prosecutor. As far as we know that the prosecutor has appealed, but up to now the Company has not received the document of appeal from the court.

3. The dispute of construction contract among Zhejiang Guotai Construction Group Ltd.; Greenland Construction;

Changzhou Greenland Kunte Properties Ltd. and Changzhou Greenland Xiangsong Properties Ltd.

According to the indictment of Zhejiang Guotai Construction Group Ltd. (hereinafter referred to as “Guotai

Construction”), Greenland Construction signed Construction contracts with Changzhou Greenland Kunte

Properties Ltd. (hereinafter referred to as “Greenland Kunte”) for Greenland Group Wujin Dianda Greenland The

Bund Garden No.1 first phrase construction project (hereinafter referred to as “The Bund Group D”) and The Bund

Garden No.1 second phrase project (hereinafter referred to as “The Bund Group B”) on 24th June 2010 and 31st

March 2011 respectively. Greenland Construction promised to be responsible for the engineering procurement and construction of these two projects. Guotai Construction signed subcontract agreements with Greenland

Construction for the projects above on 15th November 2010 and in September 2011 respectively. Guotai

Construction is responsible for the construction of the projects above.

Greenland Construction signed Construction contracts with Changzhou Greenland Xiangsong Properties Ltd.

(hereinafter referred to as “Greenland Xiangsong”) for Greenland Xiangsong Garden first phrase construction

(hereinafter referred to as “Xiangsong Group C”) and Xiangsong Garden Plot A Group A (hereinafter referred to as

“Xiangsong Group A”) on 26th April 2012 and 28th April 2013 respectively. Greenland Construction promised to be responsible for the engineering procurement and construction of these two projects. Guotai Construction signed subcontract agreements with Greenland Construction for the projects above on 29th January 2013 and in

210

— F-211 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

29th August 2014 respectively. Guotai Construction is responsible for the construction of the projects above.

Guotai Construction; Greenland Construction; Greenland Kunte and Greenland Xiangsong had dispute of the case above. On 17th February 2016, Guotai Construction filed a lawsuit to Jiangsu Province Changzhou intermediate people's court and requested the court to order Greenland Construction to pay construction payment

CNY 80 million and interest CNY 3.5 million (calculated at annual rate 8%; from the date of expiration to the date of settlement); requested court to order Greenland Construction to pay liquidated damages CNY 1 million (the amount is calculated at annual rate 17% on project progress payment up to the date of settlement). In addition;

Guotai Construction requested court to order Greenland Construction; Greenland Kunte and Greenland

Xiangsong bear joint and several liabilities and expense of the lawsuit.

As of the end of the issue date, the case is in the process of first trial.

4.The dispute of tax penalties among Suzhou Feicui international community Properties Ltd.; Suzhou Industrial

Park Local Taxation Bureau and Suzhou Industrial Park Management Committee.

On 15th July 2014, Suzhou Industrial Park Local Taxation Bureau gave a < Notice of tax administrative punishment> to Suzhou Feicui international community Properties Ltd. (hereinafter referred to as “Suzhou Feicui”) for the violation of business taxation and urban maintenance & construction taxation in 2007, and the violation of withholding individual income taxation in 2009; 2010 and 2011. CNY 7,010,160.40 for penalties in total. On 22nd

August 2014, Suzhou Industrial Park Local Taxation Bureau issued < Notification of the Administrative of Taxation>

(SIPLT[2014]No.4), order Suzhou Feicui to pay unpaid tax CNY 45,103,696.90 and late fees CNY 43,605,194.11 based on the taxation of land value increment tax; business tax; urban maintenance & construction tax and (local) education supplementary tax in 2007 and withholding individual income taxation in 2009; 2010 and 2011. Suzhou

Industrial Park Local Taxation Bureau made (SIPLP[2014]No.4) on the same day and penalized Suzhou Feicui CNY 6,677,575.59 in total for the taxation in 2007; 2009; 2010 and 2011.

Suzhou Feicui filed an administrative reconsideration to the penalties decision above.The reconsideration authority, Suzhou Industrial Park Management Committee (hereinafter referred to as “Industrial Park Committee”) made < written decision of administrative penalty>([2014]SIAR No.4) which preserves the decisions of <

Notification of the Administrative of Taxation> (SIPLT[2014]No.4) and

Penalty>(SIPLP[2014]No.4).

On 28th January 2015, Xinglong Properties (Suzhou) Ltd and Suzhou Industrial ParkLand and Property

Bureau as to be the third party, Suzhou Feicui filed a lawsuit to Suzhou intermediate people's court and requested the court to dismiss < Notification of the Administrative of Taxation> (SIPLT[2014]No.4) and

Penalty>(SIPLP[2014]No.4), and bear the expense of the lawsuit. Suzhou Feicui lost the case in the first trial, and has appealed to Suzhou intermediate people's court.

As of the end of the issue date, the case is in the process of second trial.

211

— F-212 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

5.The dispute of contract among Beijing Oriental Jinghong Properties Ltd.; Beijing Greenland Jinghua Properties

Ltd. and Greenland Group.

On 15th October 2010, Greenland Group signed (Jingdichu(Contract)2010 No.0284) with Beijing Municipal Bureau of Land and Resources (hereinafter referred to as “BMBLR”), and acquired the land-use right of the land for Beijing Chaoyang Dawangjingcun environment renovation land banking project; land No.3 block1008-629(for commercial and financial use)

(hereinafter referred to as “Block 629”). On 9th November 2010, Greenland Group and wholly owned subsidiary of

Greenland Group, Beijing Oriental Jinghong Properties Ltd. (hereinafter referred to as “Oriental Jinghong”) signed

<[Land-use right sale contract] attachment No.5 supplemental agreement> with BMBLR, agreed on that the purchaser of Block 1008-629 changed to Oriental Jinghong. In January 2012, Puxiang Construction Ltd.

(hereinafter referred to as “Puxiang Construction”) became the majority shareholder of Oriental Jinghong by increasing capital, and agreed on that the contribution of Puxiang should be paid for the advance payment which

Greenland Group paid for Oriental Jinghong at first. On 29th August 2012, Greenland Group; Puxiang

Construction and Oriental Jinghong signed , and the agreement makes the arrangements of advance payment from Greenland Group and the transfer of control of

Oriental Jinghong. In August 2014, Oriental Jinghong found that the allocation method of Block 629 price has been changed based on <[Land-use right sale contract] attachment No.6 supplemental agreement> which signed with BMBLR on 14th September 2012.

According to the changed allocation method, Oriental Jinghong actually overpaid the land purchase payment,

Oriental Jinghong and BMBLR agreed on that the overpayment can be used to offset the land purchase payment of (Jingdichu[contract]2010 No.0289). According to the civil complaint that Oriental Jinghong filed, the owner of the land-use right in the Contract is Beijing Greenland

Jinghua Properties Ltd (hereinafter referred to as ĀGreenland Jinghuaā), rather than Oriental Jinghong.

Oriental Jinghong, Greenland Group and Greenland Jinghua had dispute of the case above. On 6th March

2016, Oriental Jinghong filed a lawsuit to Beijing No.3 intermediate people's court and requested the court to order Greenland Jinghua to pay the advance land purchase payment CNY 32,814,064.30, the interest CNY

6,158,255.90 and the additional interest based on this payment calculated at annual rate 10% from 19th

September 2012 to the date of the settlement (calculated up to 15th February 2016, the amount is CNY

13,282,621.00). Oriental Jinghong also requested the court to order to dismiss the obligations of Greenland

Group under the amount of obligations of Greenland Jinghua and the obligations of Greenland Jinghua when the obligation amount is under the interest that calculated based on CNY 6,158,255.90 from 19th September 2012 to the date of the settlement. Greenland Group and Greenland Jinghua should afford the expense of the lawsuit.

As of the end of the issue date, the case is in the process of first trial.

212

— F-213 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

6. The dispute of contract between Guizhou Province Goods and Materials Group Ltd. and No.7 Construction Ltd.

On 1st July 2013, Guizhou Province Goods and Materials Group Ltd. (hereinafter referred to as “Guizhou

G&M”) signed with No.7 Construction Ltd., No.7 Construction Ltd. promised to purchase steel from Guizhou G&M.

Guizhou G&M and No.7 Construction Ltd. had dispute of the case above. On 14th July 2015, Guizhou G&M filed a lawsuit to Guiyang intermediate people's court, and requested the court to order No.7 Construction Ltd. to pay the payment CNY 38,048,392 for goods, additional payment CNY 18,276,885 and the expense of the lawsuit.

As of the end of the issue date, the case is in the process of first trial.

7. The dispute of the conformation of 70% equity of Shanghai Shenhua SVA Kangqiao Football Development Ltd. among Shanghai Shenhua Liansheng Football Club Ltd.; SVA Group Ltd.; Shanghai SVA Culture Communication

Ltd.; Shanghai Electric (Group) Ltd. Shanghai Huangpu State-owned Assets Ltd. and INESA Management Ltd.

In February 2014, Greenland Holdings Group Ltd. signed with

Shanghai Shenhua Liansheng Football Club Ltd. and Shanghai Football Association, which agrees on that 100% assets and equity of Shanghai Shenhua Liansheng Football Club Ltd. would be transferred to Greenland Holdings

Group Ltd.. Then Greenland Holdings Group Ltd. would sign a formal assets transfer agreement with Shanghai

Shenhua Liansheng Football Club Ltd. and an equity transfer agreement with shareholders of Shanghai Shenhua

Liansheng Football Club Ltd., Shanghai SVA Culture Communication Ltd., Shanghai Electric (Group) Ltd.,

Shanghai Huangpu State-owned Assets Ltd., INESA Management Ltd. and Shanghai Liancheng Football Club.

The agreement agrees on that 100% equity of Shanghai Shenhua Liansheng Football Club Ltd. would be transferred to Shanghai Greenland Shenhua Football Club Ltd.. Shanghai Greenland Shenhua Football Club Ltd. paid corresponding assets and payment of equity transfer and changed industrial and commercial registration of the equity. According to the industrial and commercial registration, Shanghai Shenhua Liansheng Football Club

Ltd. holds 70% equity of Shanghai Shenhua SVA Kangqiao Football Development Ltd.. According to the equity transfer agreement, the 70% equity of Shanghai Shenhua SVA Kangqiao Football Development Ltd. belongs to

Shanghai Greenland Shenhua Football Club Ltd. as well, but the original shareholders of Shanghai Shenhua

Liansheng Football Club Ltd. deemed that the 70% equity belongs to them. Shanghai Shenhua SVA Kangqiao

Football Development Ltd.is the owner of Kangqiao Football base (280 acres) for now. The point of this case is who own the training field of Shanghai Shenhua Football Team. After the first trial, the court determined that

Shanghai Shenhua Liansheng Football Club Ltd. lost the lawsuit, and Shanghai Shenhua Liansheng Football

Club Ltd. has appealed to Shanghai First Intermediate People's Court.

As of the end of the issue date, the case is in the process of second trial.

213

— F-214 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

2.2 Contingent liabilities and financial impact for other units to provide debt guarantees

2.2.1 The Company provides detail on debt guarantees as follows˖

The guarantee Guarantor Secured party Guarantee Amount Starting date Ending date whether necessary

Greenland Holding Shanghai Overseas Group Corporation Joint Investment Ltd. 225,119,523.44 2006.06.13 2017.06.13 No Limited

Greenland Holding Shanghai Overseas

Group Corporation Joint Investment Ltd. 20,250,000.00 2014.08.27 2017.06.15 No Limited

Greenland Holding Shanghai Overseas Group Corporation Joint Investment Ltd. 8,110,000.00 2014.08.27 2017.07.15 No Limited

Greenland Holding Shanghai Overseas Group Corporation Joint Investment Ltd. 40,850,000.00 2016.12.30 2018.10.26 No Limited

Greenland Holding Huayuan Group

Group Corporation 50,000,000.00 2004.03.19 2005.11.01 No Limited

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 9,087,470.00 2015.06.01 2017.07.31 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province

Construction Zhenjiang Shipyard 9,087,470.00 2015.06.01 2017.09.30 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province

Construction Zhenjiang Shipyard 1,489,000.00 2016.01.11 2017.01.20 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 1,489,000.00 2016.01.11 2017.01.20 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 17,550,610.00 2016.03.02 2018.02.25 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province

Construction Zhenjiang Shipyard 17,550,610.00 2016.03.02 2018.02.25 No Engineering Group Ltd. (Group) Ltd.

214

— F-215 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 17,550,610.00 2016.03.02 2018.08.11 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 17,550,610.00 2016.04.19 2019.04.14 No

Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 17,550,610.00 2016.04.19 2019.04.14 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 54,361,445.94 2016.06.16 2017.05.30 No

Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 1,526,140.00 2016.06.20 2017.08.07 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 1,526,140.00 2016.06.20 2017.09.07 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 16,320,000.00 2016.07.28 2017.02.28 No

Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 8,160,000.00 2016.07.28 2018.02.28 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 685,000.00 2016.08.23 2017.08.31 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 2,579,000.00 2016.08.28 2017.07.18 No

Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province 1,456,000.00 2016.09.13 2017.03.13 No

215

— F-216 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Construction Zhenjiang Shipyard Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 1,000,000.00 2016.09.13 2017.03.13 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 1,102,684.95 2016.09.22 2017.03.22 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 772,493.72 2016.09.27 2017.04.29 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 863,573.76 2016.09.27 2017.04.29 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 732,500.00 2016.09.30 2017.10.15 No Engineering Group Ltd. (Group) Ltd.

Jiangsu Province Jiangsu Province Construction Zhenjiang Shipyard 6,097,000.00 2016.09.30 2017.12.12 No Engineering Group Ltd. (Group) Ltd.

2.2.2 The Company provide guarantee for commercial property as mortgage loan to the bank and the buyers use the commercial housing as collateral. The Company thinks the default risk is lower because the selling price is higher than the current market price and the buyers have no default until now.

XIII. Events after the balance sheet date

The Company has no significant non-adjusting events after the year ended 31 December 2016.

XIV. Segment information

1. Report segment determining and accounting policy

According to the Company’s internal organization structure, management requirements and internal report principle, the Company divides 5 operating segments, Real Estate and related industries, Large Infrastructure

Industry, Consumer and Producer Services Industry and Financial Investment Industry. Each segment is individual operating segment supply different products and services. Because each segment manages individually support by different technology and market strategy. The Company Management evaluates operating results of these segments at fixed period, and determines distribute the resources to segments and evaluates the

216

— F-217 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016 performances.

Otherwise, the Company divides seven geographic segment, respectively north China, south China, northeast, northwest, southwest, Hong Kong, Macao and Taiwan and overseas.

Segments information disclosured by each segment management report their accounting policy and measurement standard. These preparing financial statements of accounting measurement basis should consistent with the measurement basis. The compilation of the information below

Segment assets include used in segment of management of enterprises, can be directly attributable to the segment of assets, and can allocate to the assets of the segment. Undistributed project mainly includes the group headquarters assets.

Segment liabilities refers to the liabilities that below the segment by operational activities, including belongs to each segment of payables and advance payments, and borrowings. Undistributed project mainly includes the group headquarters in debt.

Segment operation achievement is refers to the income generated from various segments (including operating income and between the segments trading income), and deduct the costs and expenses incurred in each segment, including the main business and other business costs, selling expenses, administrative expenses, financial expenses and impairment losses of assets; exclude the investment income and gains from changes in fair values. Undistributed project mainly includes income and expenditure from the group headquarters.

217

— F-218 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

2. Financial information about segment

2.1 Industry Segments

Real estate and related Large infrastructure Consumer and producer Financial investment Item Other Business Undistributed project Offset Total industries industry services industry industry

Segment income 145,816,992,272.20 41,967,023,077.58 750,124,254.12 77,659,486,969.44 2,316,094,830.76 95,252,426.71 21,204,818,966.47 247,400,154,864.34

Segment cost 135,782,266,930.82 43,288,576,925.08 814,681,683.74 76,902,927,724.49 502,208,633.90 3,201,092,630.63 23,236,968,332.73 237,254,786,195.93

Segment profit 11,219,661,361.78 -1,154,384,410.51 3,088,943,236.69 752,540,149.68 1,813,957,144.26 4,724,066,135.91 5,114,042,720.97 15,330,740,896.84 ˄Note˅

Segment assets 1,155,986,648,477.78 61,602,889,689.91 33,571,301,737.48 102,405,869,139.85 10,877,122,807.67 412,390,843,873.61 1,043,698,540,228.86 733,136,135,497.44 — F-219 — Segment liabilities 1,000,230,558,003.78 57,717,586,216.08 24,820,913,708.84 88,197,517,417.84 6,696,062,702.62 301,602,700,454.99 825,240,947,576.88 654,024,390,927.27

Notes˖Real estate and related industries, including real estate and affiliated industries

Large infrastructure industries including construction industry, greening industry, metro, urban construction company

Consumer and producer services industries including automotive, commercial, hotel, tourism, energy, property

218 Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

2.2 Geographic segments

Hong Kong, Macao Undistributed Item Eastern China Central China North China South China Northeast China Northwest China Southwest China And Taiwan, And Offset Total Project Foreign

Segment Income 153,884,961,372.14 17,452,081,139.15 14,417,560,417.20 15,715,869,675.29 3,380,189,304.42 13,689,653,065.11 47,091,655,781.94 2,973,003,075.56 - 21,204,818,966.47 247,400,154,864.34

Segment Cost 156,554,870,369.38 14,227,008,870.20 11,654,557,231.55 14,186,399,105.90 3,924,859,443.37 11,918,805,390.64 44,400,826,391.20 3,587,578,901.47 28,430,776.05 23,228,550,283.83 237,254,786,195.93

Segment Profit 8,586,514,775.39 3,379,933,882.32 2,655,414,428.04 1,548,867,398.94 -550,338,928.16 1,769,973,897.83 2,704,635,365.84 121,439,754.46 236,761,092.05 5,122,460,769.87 15,330,740,896.84 ˄Note˅

Segment Assets 1,276,519,795,116.42 81,831,464,295.26 102,059,429,811.16 58,734,574,854.86 56,631,992,262.31 41,331,509,371.03 67,713,169,849.85 66,062,258,823.79 974,559,115.86 1,018,722,618,003.10 733,136,135,497.44 — F-220 — Segment 1,040,237,874,362.12 69,273,613,466.68 89,794,858,888.71 50,786,025,241.54 48,806,495,935.13 36,791,228,571.48 61,548,779,290.12 67,173,275,494.77 232,878,335.76 810,620,638,659.04 654,024,390,927.27 Liabilities

Notes˖Eastern China including Shanghai, Jiangsu, Anhui, Zhejiang, Fujian, Shandong

Central China region including Henan, Hubei, Hunan

North China including Beijing, Tianjin, Hebei, Shanxi, Inner Mongolia

South China Including Guangdong, Guangxi, Henan

Northeast China Including Liaoning, Jilin, Heilongjiang

Northwest China Including Ningxia, Xinjiang, Qinghai, Shaanxi, Gansu

Southwest China Including Chongqing, Yunnan, Guizhou, Sichuan And Tibet

Hong Kong, Macao And Taiwan, And Foreign Including Hong Kong, South Korea, The United States And Australi

219 Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

XV. Notes to major Item of the Company financial statements

1. Other receivables

1.1 Disclosure of other receivables by categories:

Closing balance

Carrying amount Bad debt provision Category Proportion Proportion Carrying Value Amount Amount (%) (%)

Accounts receivable that are individually significant but for which 8,854,181,694.62 4.10 523,905,387.45 5.92 8,330,276,307.17 bad debt provision has been assessed

Subtotal of portfolios 206,976,117,152.51 95.88 114,463,065.42 0.55 206,861,654,087.09

Related parties within the Group 203,309,682,229.01 94.18 - - 203,309,682,229.01 portfolio

Margin portfolio 45,889,480.10 0.02 - - 45,889,480.10

The aging analysis of portfolio 3,620,545,443.40 1.68 114,463,065.42 3.16 3,506,082,377.98

Accounts receivable that are not individually significant but for which 32,941,845.65 0.02 32,941,845.65 100.00 - bad debt provision has been assessed individually

Total 215,863,240,692.78 100 671,310,298.52 0.31 215,191,930,394.26

˄Continued˅

Opening balance

Carrying amount Bad debt provision Category Proportion Proportion Carrying Value Amount Amount (%) (%)

Accounts receivable that are

individually significant but for which 1,216,275,457.21 0.63 184,950,490.02 15.21 1,031,324,967.19

bad debt provision has been assessed

Subtotal of portfolios 191,018,487,313.92 99.35 142,001,490.25 0.74 190,876,485,823.67

Related parties within the Group 182,639,333,580.56 94.99 - - 182,639,333,580.56 portfolio

220

— F-221 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Margin portfolio 355,937,450.10 0.19 - - 355,937,450.10

The aging analysis of portfolio 8,023,216,283.26 4.17 142,001,490.25 1.77 7,881,214,793.01

Accounts receivable that are not individually significant but for which 32,948,280.65 0.02 32,948,280.65 100.00 - bad debt provision has been assessed individually

Total 192,267,711,051.78 100.00 359,900,260.92 0.19 191,907,810,790.86

2. Long-term equity investments

2.1 Detail

Closing balance Opening balance Item Carrying amount Provision Carrying value Carrying amount Provision Carrying value

Subsidiary 70,736,830,308.67 - 70,736,830,308.67 57,531,255,185.67 - 57,531,255,185.67 investment

Joint venture and

associated 1,292,632,676.32 26,667,200.00 1,265,965,476.32 1,389,402,922.24 26,667,200.00 1,362,735,722.24 enterprise

investment

Total 72,029,462,984.99 26,667,200.00 72,002,795,784.99 58,920,658,107.91 26,667,200.00 58,893,990,907.91

2.2 Subsidiary investment

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Greenland Group

(Kunshan) Properties 100,000,000.00 - - 100,000,000.00 - -

Ltd.

Shanghai Greenland 939,000,000.00 - - 939,000,000.00 - - Properties Ltd.

Shanghai

Gucungelinmao 184,933,518.09 - - 184,933,518.09 - -

Properties Ltd.

Shanghai Greenland

Kanghe Properties 420,000,000.00 - - 420,000,000.00 - -

Ltd.

221

— F-222 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Shanghai Baoli 600,000,000.00 - - 600,000,000.00 - - Properties Ltd.

Shanghai Greenland

Linshen Properties 560,000,000.00 - - 560,000,000.00 - -

Ltd.

Shanghai Zhendong 530,000,000.00 - - 530,000,000.00 - - Properties Ltd.

Shanghai Greenland

Yuansheng 570,000,000.00 - - 570,000,000.00 - -

Properties Ltd.

Shanghai Greenland

Shengkun Properties 270,000,000.00 - - 270,000,000.00 - -

Ltd.

Greenland Group

(Wujiang) Properties 1,035,000,000.00 895,000,000.00 - 1,930,000,000.00 - -

Ltd.

Greenland Group

Jiaxing Properties 610,000,000.00 - - 610,000,000.00 - -

Ltd.

Kunshan Joint

Business 690,000,000.00 - - 690,000,000.00 - -

Development Ltd.

Kunshan

Zhongcheng 10,000,000.00 - - 10,000,000.00 - - Industrial

Development Ltd.

Shanghai Greenland

Quansheng 220,000,000.00 - - 220,000,000.00 - -

Properties Ltd.

Shanghai Greenland 150,000,000.00 - - 150,000,000.00 - -

222

— F-223 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Rongsheng

Properties Ltd.

Greenland Holdings

Group Ningbo 1,170,000,000.00 - - 1,170,000,000.00 - - Jiangbei Properties

Ltd.

Greenland Holdings

Group Ningbo Lvdi 896,600,000.00 - - 896,600,000.00 - -

Properties Ltd.

Greenland Holdings

Group (Zhejiang) 900,000,000.00 237,200,000.00 - 1,137,200,000.00 - - Real Estate

Development Ltd.

Greenland Holdings

Group Hangzhou - 10,000,000.00 - 10,000,000.00 - - Shuangta Properties

Ltd.

Shanghai Yiwei

Investment - 1,000,000.00 - 1,000,000.00 - -

Management Ltd.

Shanghai Greenland

East Real Estate 18,000,000.00 - - 18,000,000.00 - -

Development Co.Ltd.

Shanghai Greenland

Jinqiao Properties 12,000,000.00 - - 12000000 - -

Ltd.

Shanghai Greenland

Group Pujiang Forest 45,000,000.00 - - 45,000,000.00 - -

Development Ltd.

Greenland Group 261,000,000.00 - - 261,000,000.00 - -

223

— F-224 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Changshu Properties

Ltd.

Shanghai

Yuqiaogongfang 800,000.00 - - 800,000.00 - - Assets Properties

Ltd.

Shanghai Chunshen

Real Estate 4,900,000.00 - - 4,900,000.00 - -

Development Ltd.

Suzhou Feicui

International 458,763,039.62 - - 458,763,039.62 - - Community

Properties Ltd.

Shanghai Jinlv

Industrial 14,000,000.00 - - 14,000,000.00 - -

Development Ltd.

Shanghai Jingpu

Real Estate 5,000,000.00 - - 5,000,000.00 - -

Development Co.Ltd.

Shanghai Kangchen

Real Estate 9,000,000.00 - - 9,000,000.00 - -

Development Co.Ltd.

Shanghai Jinyou

Investment 296,000,000.00 - - 296,000,000.00 - -

Development Ltd.

Shanghai Greenland

William Properties 222,520,634.83 - - 222,520,634.83 - -

Ltd.

Shanghai Greenland 400,000,000.00 - - 400,000,000.00 - - Gelinmao Properties

224

— F-225 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Ltd.

Shanghai Greenland

Henglian Properties 37,500,000.00 - - 37,500,000.00 - -

Ltd.

Shanghai Greenland

Kejidao Properties 234,000,000.00 - - 234,000,000.00 - -

Ltd.

Shanghai Binjiang 2,010,000,000.00 - - 2,010,000,000.00 - - Properties Ltd.

Shanghai Greenland 2,500,000,000.00 - - 2,500,000,000.00 - - Haipo Properties Ltd.

Shanghai Greenland

Hengbin Properties ------

Ltd.

Shanghai Greenland

Kanglin Properties 550,000,000.00 - - 550,000,000.00 - -

Ltd.

Shanghai Greenland

Lanwan Properties 1,070,000,000.00 - - 1,070,000,000.00 - -

Ltd.

Shanghai Hengshen 354,691,700.00 - - 354,691,700.00 - - Properties Ltd.

Shanghai Greenland

Xinlongji Properties 847,000,000.00 - - 847,000,000.00 - -

Ltd.

Shanghai Longwei 12,989,872.17 - - 12,989,872.17 - - Real Estate Co.Ltd.

Shanghai Greenland

Industrial 31,500,000.00 - - 31,500,000.00 - -

Development Ltd.

225

— F-226 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Shanghai Greenland

Hongtu Investment 664,256,621.66 - - 664,256,621.66 - -

Development Ltd.

Shanghai Greenland

Xincaojing 90,000,000.00 - - 90,000,000.00 - - Construction

Development Ltd.

Shanghai Greenland

Industrial Investment 255,000,000.00 - - 255,000,000.00 - -

Development Ltd.

Shanghai Greenland

Lingang Construction 130,500,000.00 - - 130,500,000.00 - -

Development Ltd.

Shanghai Greenland

Harbor Properties 400,000,000.00 - - 400,000,000.00 - -

Ltd.

Shanghai Greenland

Jinghui Properties 250,000,000.00 - - 250,000,000.00 - -

Ltd.

Shanghai Greenland 295,000,000.00 - - 295,000,000.00 - - Hui Properties Ltd.

Shanghai Greenland

Minjia Real Estate 7,200,000.00 - - 7,200,000.00 - -

Development Co.Ltd.

Shanghai Greenland

Fengxian Properties 480,000,000.00 - - 480,000,000.00 - -

Ltd.

Shanghai Greenland

Songjiang Properties 580,000,000.00 - - 580,000,000.00 - -

Ltd.

226

— F-227 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Shanghai Kangju 32,088,673.38 - - 32,088,673.38 - - Properties Ltd.

Nanjing State-owned

Greenland Financial 769,800,000.00 - - 769,800,000.00 - -

Center Ltd.

Nanjing Greenland

International 45,000,000.00 - - 45,000,000.00 - -

Business Center Ltd.

Greenland Group

Zhenjiang Properties 120,000,000.00 - - 120,000,000.00 - -

Ltd.

Greenland Group

Nanjing Baodi 820,000,000.00 - - 820,000,000.00 - -

Properties Ltd.

Greenland Group

Nanjing Fengchuang 20,000,000.00 850,000,000.00 - 870,000,000.00 - -

Properties Ltd.

Greenland Group

Nanjing Yijiang 72,000,000.00 - - 72,000,000.00 - -

Properties Ltd.

Greenland Holdings

Group Xuzhou 7,000,000.00 - - 7,000,000.00 - -

Properties Ltd.

Shanghai Greenland

Group Jiangxi Lvdu 50,000,000.00 - - 50,000,000.00 - -

Properties Ltd.

Shanghai Greenland

Group Jiangxi 50,000,000.00 - - 50,000,000.00 - - Shenchang

Properties Ltd.

227

— F-228 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Shanghai Greenland

Group Jiangxi 66,500,000.00 - - 66,500,000.00 - - Shenhong Properties

Ltd.

Shanghai Greenland

Group Jiangxi 500,000,000.00 - - 500,000,000.00 - - Shenjiang Properties

Ltd.

Nanchang Greenland

Shenfei Properties 400,000,000.00 - - 400,000,000.00 - -

Ltd.

Shanghai Greenland

Group Hefei 60,041,178.80 - - 60,041,178.80 - -

Properties Ltd.

Greenland Group

Maanshan Properties 400,000,000.00 - - 400,000,000.00 - -

Ltd.

Greenland Group

Hefei Zifeng 500,000,000.00 - - 500,000,000.00 - -

Properties Ltd.

Greenland Group 1,406,000,000.00 - - 1,406,000,000.00 - - Xian Properties Ltd.

Greenland Group

Chanba Industrial 565,000,000.00 - - 565,000,000.00 - -

Ltd.

Greenland Group

Xian Hujing 600,000,000.00 - - 600,000,000.00 - -

Properties Ltd.

Greenland Group 120,000,000.00 - - 120,000,000.00 - - Chengdu Properties

228

— F-229 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Ltd.

Chongqing

Greenland Dongyuan 30,000,000.00 - - 30,000,000.00 - - Real Estate

Development Co.Ltd.

Greenland Group

Chongqing Properties 50,000,000.00 - - 50,000,000.00 - -

Ltd.

Henan Laojiefang 699,000,000.00 - - 699,000,000.00 - - Properties Ltd.

Henan Grenland

Zhongyuan 1,418,000,000.00 - - 1,418,000,000.00 - -

Properties Ltd.

Shanghai Greenland

Central Real Estate 18,000,000.00 - - 18,000,000.00 - -

Development Co.Ltd.

Greenland Group

Taiyuan Properties 190,000,000.00 - - 190,000,000.00 - -

Ltd.

Shanghai Greenland

Group Datong City 120,000,000.00 - - 120,000,000.00 - - Xinyuan Real Estate

Development Co.Ltd.

Nanjing City Urban

Construction 153,727,677.64 - - 153,727,677.64 - - Development (Group)

Ltd.

Tianjing Longgu

Cultural Development 300,000,000.00 - - 300,000,000.00 - -

Ltd.

229

— F-230 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Shanghai Greenland

Group Xianghe 150,000,000.00 - - 150,000,000.00 - -

Investment Ltd.

Beijing Greenland

Jinghong Properties 710,000,000.00 - - 710,000,000.00 - -

Ltd.

Beijing Greenland

Jinghua Properties 21,000,000.00 - - 21,000,000.00 - -

Ltd.

Greenland Group

Beijing Jingkun 30,000,000.00 - - 30,000,000.00 - -

Properties Ltd.

Greenland Group

Beijing Jingyong 70,500,000.00 - - 70,500,000.00 - -

Properties Ltd.

Greenland Group

Beijing Jingteng 10,000,000.00 - 2,587,000.00 7,413,000.00 - -

Properties Ltd.

Beijing Ningke 15,000,000.00 - - 15,000,000.00 - - Properties Ltd.

Greenland Group

Beijing Jingshang 10,000,000.00 617,000,000.00 - 627,000,000.00 - -

Properties Ltd.

Greenland Group

Beijing Jingwei 10,000,000.00 1,440,000,000.00 - 1,450,000,000.00 - -

Properties Ltd.

Beijing Yuanteng 10,000,000.00 - - 10,000,000.00 - - Properties Ltd.

Greenland Group 10,000,000.00 1,888,000,000.00 - 1,898,000,000.00 - - Beijing Jinghao

230

— F-231 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Properties Ltd.

Beijing Jinxin 5,000,000.00 - - 5,000,000.00 - - Properties Ltd.

Greenland Group

Beijing Jingkai 10,000,000.00 - - 10,000,000.00 - -

Properties Ltd.

Greenland Group

Beijing Tengshun - 2,587,000.00 - 2,587,000.00 - -

Properties Ltd.

Hong Kong Vee Eight 32,513,362.00 - - 32,513,362.00 - - Ltd.

Shandong Greenland

Quan Holdings Group 121,770,000.00 - - 121,770,000.00 - -

Ltd.

Greenland Group

Shandong Properties 851,500,000.00 - - 851,500,000.00 - -

Ltd.

Greenland Holdings

Group Qingdao 20,000,000.00 - - 20,000,000.00 - -

Properties Ltd.

Greenland Group

Jinan Xihe Properties 1,180,000,000.00 - - 1,180,000,000.00 - -

Ltd.

Greenland Group

Jinan Lvlu Properties - 510,000,000.00 - 510,000,000.00 - -

Ltd.

Greenland Group

Jinan Aodu - 50,000,000.00 - 50,000,000.00 - -

Properties Ltd.

Greenland Group - 50,000,000.00 - 50,000,000.00 - -

231

— F-232 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Jinan Lushun

Properties Ltd.

Greenland Group

Jinan Lvao Properties - 50,000,000.00 - 50,000,000.00 - -

Ltd.

Greenland Group

Jinan Lvhua - 50,000,000.00 - 50,000,000.00 - -

Properties Ltd.

Greenland Group

Jinan Xinao - 50,000,000.00 - 50,000,000.00 - -

Properties Ltd.

Greenland Liaoning

Investment 113,342,327.18 - - 113,342,327.18 - - Construction

Holdings Group Ltd.

Greenland Group

Changchun 130,000,000.00 - - 130,000,000.00 - -

Properties Ltd.

Greenland Group

Changchun Lvyang 950,000,000.00 - - 950,000,000.00 - -

Properties Ltd.

Greenland Group Jilin 600,000,000.00 - - 600,000,000.00 - - Properties Ltd.

Greenland Group

Mudanjiang 290,000,000.00 - - 290,000,000.00 - -

Properties Ltd.

Liaoning

Hongweixincheng 240,000,000.00 - - 240,000,000.00 - - Real Estate

Development Co.Ltd.

232

— F-233 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Shenyang Greenland

Xiangsong Properties 10,000,000.00 - - 10,000,000.00 - -

Ltd.

Wuhan Greenland

Binjiang Properties 1,020,000,000.00 - - 1,020,000,000.00 - -

Ltd.

Greenland Group

Xiangya Properties 411,000,000.00 - - 411,000,000.00 - -

Ltd.

Greenland Holdings

Group Wuhan 200,000,000.00 - - 200,000,000.00 - - Hannan Properties

Ltd.

Greenland Group

Jingzhou Properties 180,000,000.00 - - 180,000,000.00 - -

Ltd.

Guangzhou

Greenland Real 1,850,000,000.00 - - 1,850,000,000.00 - - Estate Development

Ltd.

Greenland Group

Haikou Properties 10,000,000.00 - - 10,000,000.00 - -

Ltd.

Greenland Group 625,000,000.00 781,300,000.00 - 1,406,300,000.00 - - Sanya Properties Ltd.

Greenland Holdings

Group Overseas 900,000,000.00 - - 900,000,000.00 - -

Investment Ltd.

Greenland Real 1,000,000,000.00 - - 1,000,000,000.00 - - Estate Group Ltd.

233

— F-234 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Shanghai Greenland

Construction 135,000,000.00 - - 135,000,000.00 - -

Engineering Ltd.

Shanghai Lvchuan

Real Estate Resource 9,000,000.00 - - 9,000,000.00 - -

Co.Ltd.

Shanghai Greenland

Group (Kunshan) 2,000,000.00 - - 2,000,000.00 - - Commodity Concrete

Ltd.

Shanghai Greenland

Construction ------Engineering (Group)

Ltd.

Shanghai Greenland

Urban Construction 63,000,000.00 133,000,000.00 - 196,000,000.00 - - Development (Group)

Ltd.

Shanghai Greenland

Commerce (Group) 588,000,000.00 - - 588,000,000.00 - -

Ltd.

Greenland

Automotive Service 180,000,000.00 - - 180,000,000.00 - -

(Group) Ltd.

Shanghai Greenland 1,000,000.00 - - 1,000,000.00 - - Auto Sales Ltd.

Shanghai Greenland

Sports Culture 25,000,000.00 - - 25,000,000.00 - -

Development Ltd.

Greenland Energy 1,472,715,000.00 - - 1,472,715,000.00 - -

234

— F-235 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Group Ltd.

Shanghai Lvzhihai 104,949,882.00 - - 104,949,882.00 - - Warehousing Ltd.

Shanghai Greenland

Hotel Investment 42,000,000.00 - - 42,000,000.00 - -

Development Ltd.

Greenland

International Hotel 6,553,700.00 - - 6,553,700.00 - - Management Group

Ltd.

Greenland Subway

Investment 222,720,000.00 11,800,000.00 - 234,520,000.00 - -

Development Ltd.

Greenland Urban

Investment Group - 5,083,900,000.00 - 5,083,900,000.00 - -

Ltd.

Nanjing Greenland

Subway Line No.5 - 100,000,000.00 - 100,000,000.00 - - Investment

Development Ltd.

Zhongyi E-Commerce 20,000,000.00 - - 20,000,000.00 - - (Shanghai) Ltd.

Guizhou Construction

Engineering Group - 397,375,123.00 - 397,375,123.00 - -

Ltd.

Shanghai Lvan

Properties 2,550,000.00 - - 2,550,000.00 - - Management

Development Ltd.

Shanghai Greenland 5,000,000.00 - - 5,000,000.00 - -

235

— F-236 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Property Service Ltd.

Shanghai Greenland

Group Senmao 21,840,000.00 - - 21,840,000.00 - -

Garden Ltd.

Greenland Financial

Investment Holdings 9,000,000,000.00 - - 9,000,000,000.00 - -

Group Ltd

Guizhou Construction

Engineering Group 483,760,000.00 - - 483,760,000.00 - -

Ltd.

Chongqing

Greenland Dongyuan 14,863,689.98 - - 14,863,689.98 - - Real Estate

Development Co.Ltd.

Shanghai

Gucungelinmao 160,322.60 - - 160,322.60 - -

Properties Ltd.

Suzhou Feicui

International 363,281,460.38 - - 363,281,460.38 - - Community

Properties Ltd.

Shanghai Greenland

William Properties 46,609,152.27 - - 46,609,152.27 - -

Ltd.

Shanghai Hengshen 689,528,965.93 - - 689,528,965.93 - - Properties Ltd.

Shanghai Kangju 154,538,861.62 - - 154,538,861.62 - - Properties Ltd.

Henan Grenland 2,000,000.00 - - 2,000,000.00 - - Zhongyuan

236

— F-237 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Provision for At the end of Decreasing Investee Opening balance Increasing investment Closing balance impairment of impairment of investment the year the balance

Properties Ltd.

Nanjing City Urban

Construction 31,217,912.05 - - 31,217,912.05 - - Development (Group)

Ltd.

Greenland Liaoning

Investment 51,321,072.82 - - 51,321,072.82 - - Construction

Holdings Group Ltd.

Liaoning

Hongweixincheng 2,000,000.00 - - 2,000,000.00 - - Real Estate

Development Co.Ltd.

Shanghai Greenland

Construction ------Engineering (Group)

Ltd.

Greenland

Automotive Service 9,706,560.65 - - 9,706,560.65 - -

(Group) Ltd.

Total 57,531,255,185.67 13,208,162,123.00 2,587,000.00 70,736,830,308.67 - -

2.3 Joint venture and associated enterprise investment

The current changes

Under the equity Other Opening Other Investee Additional Negative method to confirm comprehen balance comprehensive investment investment the investment sive income income changes profit and loss adjustment

I. Joint Venture

Shanghai CPC pudong oil 61,448,795.25 - - -3,293,520.47 - - sales Co., Ltd.,

Beijing Fuxin real estate 4,587,518.04 - - -1,183,199.67 - -

237

— F-238 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Co., Ltd

Subtotal 66,036,313.29 - - -4,476,720.14 - -

II. Associated Enterprise

Shanghai xinhua 959,318,947.06 - - 37,021,845.09 -1,557,322.65 distribution group Co., Ltd

Foshan CPT real estate 314,047,661.89 - - -15,568,177.90 - - Co., Ltd

Shanghai Greenland yunfeng real estate Co., 23,332,800.00 - - -2,245,954.85 - -

Ltd

Subtotal 1,296,699,408.95 - - 19,207,712.34 - -

Total 1,362,735,722.24 - - 14,730,992.20 - -1,557,322.65

˄Continued˅

The current changes

Provision for At the end of impairment Investee Declaration of cash Closing balance impairment Others of the balance dividends or profits loss

I. Joint Venture

Shanghai CPC pudong oil sales Co., Ltd., -14,422,810.62 - - 43,732,464.16 -

Beijing Fuxin real estate Co., Ltd - - - 3,404,318.39 -

Subtotal -14,422,810.62 - - 47,136,782.55 -

II. Associated Enterprise

Shanghai xinhua distribution group Co., -95,521,104.85 - - 899,262,364.63 - Ltd

Foshan CPT real estate Co., Ltd - - - 298,479,483.99 -

Shanghai Greenland yunfeng real estate - - - 21,086,845.15 26,667,200.00 Co., Ltd

Subtotal -95,521,104.85 - - 1,218,828,693.77 26,667,200.00

Total -109,943,915.47 - - 1,265,965,476.32 26,667,200.00

3. Operating income / Operating cost

Amount for the current period Amount for the previous period Item Income Cost Income Cost

Operating income 23,944,335.52 4,908,081.29 34,797,286.00 128,052,017.41

238

— F-239 — Greenland Holding Group Corporation Limited Notes to the financial statements For the year ended 31 December 2016

Amount for the current period Amount for the previous period Item Income Cost Income Cost

Other operating 95,102,245.48 4,798,067.78 110,415,767.62 4,798,067.78 income

Total 119,046,581.00 9,706,149.07 145,213,053.62 132,850,085.19

4. Investment income

Amount for the current Amount for the previous Item period period

Income from long-term equity investments under cost method 3,470,402,983.89 9,455,951,460.34

Income from long-term equity investments under equity 14,730,992.20 48,829,466.68 method

Investment income on disposal of long-term equity 5,303,607.00 1,509,637,585.57 investments

Investment income from financial assets at fair value through - 17,338,750.75 profit and loss

Investment income from holding held-to-maturity investments 67,644,153.83 36,165,000.00

The disposal of financial assets measured at fair value and 266,629,396.46 - changes in the current profits and losses

The disposal of available for sale financial assets 1,730,000,000.00 -

Total 5,554,711,133.38 11,067,922,263.34

239

— F-240 — OUR PRINCIPAL OFFICES

ISSUER COMPANY Greenland Global Investment Limited Greenland Holding Group Company Limited No. 700 Dapu Road No. 700 Dapu Road Shanghai Shanghai PRC PRC ISSUING AND PAYING AGENT, PAYING TRUSTEE AGENT, REGISTRAR, TRANSFER AGENT AND CMU LODGING AND PAYING AGENT The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking Corporation Limited Corporation Limited Level 30, HSBC Main Building Level 30, HSBC Main Building 1 Queen’sRoadCentral 1 Queen’sRoadCentral Hong Kong Hong Kong

DEALERS BOCI Asia Limited The Hongkong and J.P. Morgan Securities plc Standard Chartered Bank 26/F, Bank of China Shanghai Banking 25 Bank Street Canary Wharf (Hong Kong) Limited Tower Corporation Limited London E14 5JP United 15/F, Two International 1GardenRoad Level 17, HSBC Kingdom Finance Centre Central Main Building 8 Finance Street, Central Hong Kong 1 Queen’sRoad Hong Kong Central Hong Kong Standard Chartered Bank Marina Bay Financial Centre, Tower 1 8 Marina Boulevard Level 20 Singapore 018981

OUR LEGAL ADVISORS As to English law and Hong Kong law As to British Virgin Islands law Davis Polk & Wardwell Harney Westwood & Riegels 18th Floor 3601 Two Exchange Square The Hong Kong Club Building 8 Connaught Place Central 3A Chater Road Hong Kong Hong Kong

LEGAL ADVISORS TO THE JOINT ARRANGERS AND DEALERS As to English law and Hong Kong law As to PRC law Linklaters AllBright Law Offices 10th Floor 11, 12F, Shanghai Tower Alexandra House 501YinchengMiddleRoad Chater Road Shanghai 200120 Hong Kong PRC

LEGAL ADVISORS TO THE TRUSTEE AstoEnglishlawandHongKonglaw Linklaters 10th Floor Alexandra House Chater Road Hong Kong

INDEPENDENT AUDITOR OF THE COMPANY Ruihua Certified Public Accountants 4th Floor of Tower 2 No. 16 Xisihuanzhong Road Haidian District, Beijing PRC